|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ch. 1
|
|
|
|
|
LAWS OF MARYLAND
|
|
|
|
|
|
12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
REORGANIZATION OR ANY SIMILAR TRANSACTION WHICH HAS THE EFFECT OF
REDUCING THE NUMBER OF OUTSTANDING SHARES OF THE STOCK; AND
3. THE INTERESTED STOCKHOLDER DID NOT
BECOME THE BENEFICIAL OWNER OF ANY ADDITIONAL SHARES OF STOCK OF
THE CORPORATION EXCEPT AS PART OF THE TRANSACTION WHICH RESULTED
IN SUCH INTERESTED STOCKHOLDER BECOMING AN INTERESTED STOCKHOLDER
OR BY VIRTUE OF PROPORTIONATE STOCK SPLITS OR STOCK DIVIDENDS.
(II) THE PROVISIONS OF SUB-SUBPARAGRAPHS 1. AND
2. OF SUBPARAGRAPH (I) DO NOT APPLY IF NO INTERESTED STOCKHOLDER
OR AN AFFILIATE OR ASSOCIATE OF THE INTERESTED STOCKHOLDER VOTED
AS A DIRECTOR OF THE CORPORATION IN A MANNER INCONSISTENT WITH
SUCH SUB-SUBPARAGRAPHS AND THE INTERESTED STOCKHOLDER, WITHIN 10
DAYS AFTER ANY ACT OR FAILURE TO ACT INCONSISTENT WITH SUCH
SUB-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.
(C) (1) WHETHER OR NOT SUCH BUSINESS COMBINATIONS ARE
AUTHORIZED OR 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 SPECIFICALLY, GENERALLY, OR
GENERALLY BY TYPES, AS TO SPECIFICALLY IDENTIFIED OR UNIDENTIFIED
EXISTING OR FUTURE INTERESTED STOCKHOLDERS OR THEIR AFFILIATES,
HAVE BEEN APPROVED OR EXEMPTED THEREFROM BY RESOLUTION OF THE
BOARD OF DIRECTORS OF THE CORPORATION:
(I) PRIOR TO SEPTEMBER 1, 1983 OR SUCH EARLIER
DATE AS MAY BE IRREVOCABLY ESTABLISHED BY RESOLUTION OF THE BOARD
OF DIRECTORS; OR
(II) IF INVOLVING TRANSACTIONS WITH A
PARTICULAR INTERESTED STOCKHOLDER OR ITS EXISTING OR FUTURE
AFFILIATES, AT ANY TIME PRIOR TO THE TIME THAT THE INTERESTED
STOCKHOLDER FIRST BECAME AN INTERESTED STOCKHOLDER.
(2) UNLESS BY ITS TERMS A RESOLUTION ADOPTED UNDER
THIS SUBSECTION IS MADE IRREVOCABLE, IT MAY BE ALTERED OR
REPEALED BY THE BOARD OF DIRECTORS, BUT THIS SHALL NOT AFFECT ANY
BUSINESS COMBINATIONS THAT HAVE BEEN CONSUMMATED, OR ARE THE
SUBJECT OF AN EXISTING AGREEMENT ENTERED INTO, PRIOR TO THE
ALTERATION OR REPEAL.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
 |
