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Ch. 1
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LAWS OF MARYLAND
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10
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FOLLOWING:
(I) THE HIGHEST PER SHARE PRICE (INCLUDING ANY
BROKERAGE COMMISSIONS, TRANSFER TAXES AND SOLICITING DEALERS'
FEES) PAID BY THE INTERESTED STOCKHOLDER FOR ANY SHARES OF COMMON
STOCK OF THE SAME CLASS OR SERIES ACQUIRED BY IT:
1. WITHIN THE 2 YEAR PERIOD IMMEDIATELY
PRIOR TO THE ANNOUNCEMENT DATE, OF THE PROPOSAL OF THE BUSINESS
COMBINATION; OR
2. IN THE TRANSACTION IN WHICH IT BECAME
AN INTERESTED STOCKHOLDER, WHICHEVER IS HIGHER; OR
(II) THE MARKET VALUE PER SHARE OF COMMON STOCK
OF THE SAME CLASS OR SERIES ON THE ANNOUNCEMENT DATE OR ON THE
DETERMINATION DATE, WHICHEVER IS HIGHER; OR
(III) THE PRICE PER SHARE EQUAL TO THE MARKET
VALUE PER SHARE OF COMMON STOCK OF THE SAME CLASS OR SERIES
DETERMINED PURSUANT TO SUBPARAGRAPH (II) OF THIS PARAGRAPH,
MULTIPLIED BY THE FRACTION OF:
1. THE HIGHEST PER SHARE PRICE (INCLUDING
ANY BROKERAGE COMMISSIONS, TRANSFER TAXES AND SOLICITING DEALERS'
FEES) PAID BY THE INTERESTED STOCKHOLDER FOR ANY SHARES OF COMMON
STOCK OF THE SAME CLASS OR SERIES ACQUIRED BY IT WITHIN THE 2
YEAR PERIOD IMMEDIATELY PRIOR TO THE ANNOUNCEMENT DATE, OVER
2. THE MARKET VALUE PER SHARE OF COMMON
STOCK OF THE SAME CLASS OR SERIES ON THE FIRST DAY IN SUCH 2 YEAR
PERIOD ON WHICH THE INTERESTED STOCKHOLDER ACQUIRED ANY SHARES OF
COMMON STOCK.
(2) THE AGGREGATE AMOUNT OF THE CASH AND THE MARKET
VALUE AS OF THE VALUATION DATE OF CONSIDERATION OTHER THAN CASH
TO BE RECEIVED PER SHARE BY HOLDERS OF SHARES OF ANY CLASS OR
SERIES OF OUTSTANDING STOCK OTHER THAN COMMON STOCK IS AT LEAST
EQUAL TO THE HIGHEST OF THE FOLLOWING (WHETHER OR NOT THE
INTERESTED STOCKHOLDER HAS PREVIOUSLY ACQUIRED ANY SHARES OF A
PARTICULAR CLASS OR SERIES OF STOCK):
(I) THE HIGHEST PER SHARE PRICE (INCLUDING ANY
BROKERAGE COMMISSIONS, TRANSFER TAXES AND SOLICITING DEALERS'
FEES) PAID BY THE INTERESTED STOCKHOLDER FOR ANY SHARES OF SUCH
CLASS OF STOCK ACQUIRED BY IT:
1. WITHIN THE 2 YEAR PERIOD IMMEDIATELY
PRIOR TO THE ANNOUNCEMENT DATE OF THE PROPOSAL OF THE BUSINESS
COMBINATION; OR
2. IN THE TRANSACTION IN WHICH IT BECAME
AN INTERESTED STOCKHOLDER, WHICHEVER IS HIGHER; OR
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