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2475
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HARRY HUGHES, Governor
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SUCH SUBPARAGRAPHS AND THE INTERESTED STOCKHOLDER, WITHIN 10 DAYS
AFTER ANY ACT OR FAILURE TO ACT INCONSISTENT WITH SUCH
SUBPARAGRAPHS, NOTIFIES THE BOARD OF DIRECTORS OF THE CORPORATION
IN WRITING THAT THE INTERESTED STOCKHOLDER DISAPPROVES THEREOF
AND REQUESTS IN GOOD FAITH THAT THE BOARD OF DIRECTORS RECTIFY
SUCH ACT OR FAILURE TO ACT.
(5) AFTER THE INTERESTED STOCKHOLDER HAS BECOME AN
INTERESTED STOCKHOLDER, THE INTERESTED STOCKHOLDER MAY NOT HAVE
RECEIVED THE BENEFIT, DIRECTLY OR INDIRECTLY (EXCEPT
PROPORTIONATELY AS A STOCKHOLDER), OF ANY LOANS, ADVANCES,
GUARANTEES, PLEDGES OR OTHER FINANCIAL ASSISTANCE OR ANY TAX
CREDITS OR OTHER TAX ADVANTAGES PROVIDED BY THE CORPORATION OR
ANY OF ITS SUBSIDIARIES, WHETHER IN ANTICIPATION OF OR IN
CONNECTION WITH SUCH BUSINESS COMBINATION OR OTHERWISE.
(D) WHETHER OR NOT SUCH BUSINESS COMBINATIONS ARE
CONSUMMATED IN WHOLE OR IN PART AFTER JULY 1, 1983 OR AFTER THE
INTERESTED STOCKHOLDER BECAME AN INTERESTED STOCKHOLDER, THE
REQUIREMENTS OF § 3-602 OF THIS SUBTITLE DO NOT APPLY TO BUSINESS
COMBINATIONS THAT HAVE BEEN APPROVED BY THE BOARD OF DIRECTORS OF
THE CORPORATION:
(1) PRIOR TO JULY 1, 1983; OR
(2) PRIOR TO THE TIME THAT THE INTERESTED STOCKHOLDER
FIRST BECAME AN INTERESTED STOCKHOLDER.
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(E) (1) UNLESS THE CHARTER OF THE CORPORATION PROVIDES
OTHERWISE, THE REQUIREMENTS OF § 3-602 OF THIS SUBTITLE DO NOT
APPLY TO ANY BUSINESS COMBINATION OF:
(I) A CLOSE CORPORATION AS DEFINED IN §
4-101(B) OF THIS ARTICLE;
(II) A CORPORATION HAVING FEWER THAN 100
BENEFICIAL OWNERS OF ITS STOCK; OR
(III) A CORPORATION WHOSE STOCKHOLDERS ADOPT A
CHARTER AMENDMENT AFTER JUNE 30, 1983 BY THE VOTE REQUIRED BY §
3-602 OF THIS SUBTITLE EXPRESSLY ELECTING NOT TO BE GOVERNED BY
THIS SUBTITLE.
(2) FOR PURPOSES OF SUBPARAGRAPH (II) OF THIS
SUBSECTION, ALL STOCKHOLDERS OF A CORPORATION THAT HAVE EXECUTED
AN AGREEMENT TO WHICH THE CORPORATION IS AN EXECUTING PARTY
GOVERNING THE PURCHASE AND SALE OF STOCK OF THE CORPORATION OR A
VOTING TRUST AGREEMENT GOVERNING STOCK OF THE CORPORATION SHALL
BE CONSIDERED A SINGLE BENEFICIAL OWNER OF THE STOCK COVERED BY
THE AGREEMENT.
(F) A CORPORATION THAT HAS A CHARTER PROVISION PERMITTED BY
§ 2-104(B)(5) OF THIS ARTICLE IS SUBJECT TO THE VOTING
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