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Ch. 1
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LAWS OF MARYLAND
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6
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VOTING STOCK, MEANS A PERSON:
(1) THAT, INDIVIDUALLY OR WITH ANY OF ITS AFFILIATES
OR ASSOCIATES, BENEFICIALLY OWNS VOTING STOCK, DIRECTLY OR
INDIRECTLY; OR
(2) THAT, INDIVIDUALLY OR WITH ANY OF ITS AFFILIATES
OR ASSOCIATES, HAS:
(I) THE RIGHT TO ACQUIRE VOTING STOCK (WHETHER
SUCH RIGHT IS EXERCISABLE IMMEDIATELY OR ONLY AFTER THE PASSAGE
OF TIME), PURSUANT TO ANY AGREEMENT, ARRANGEMENT, OR
UNDERSTANDING OR UPON THE EXERCISE OF CONVERSION RIGHTS, EXCHANGE
RIGHTS, WARRANTS OR OPTIONS, OR OTHERWISE; OR
(II) THE RIGHT TO VOTE VOTING STOCK PURSUANT TO
ANY AGREEMENT, ARRANGEMENT, OR UNDERSTANDING; OR
(3) THAT HAS ANY AGREEMENT, ARRANGEMENT, OR
UNDERSTANDING FOR THE PURPOSE OF ACQUIRING, HOLDING, VOTING, OR
DISPOSING OF VOTING STOCK WITH ANY OTHER PERSON THAT BENEFICIALLY
OWNS, OR WHOSE AFFILIATES OR ASSOCIATES BENEFICIALLY OWN,
DIRECTLY OR INDIRECTLY, SUCH SHARES OF VOTING STOCK.
(E) "BUSINESS COMBINATION" MEANS:
(1) UNLESS THE MERGER, CONSOLIDATION, OR SHARE
EXCHANGE DOES NOT ALTER THE CONTRACT RIGHTS OF THE STOCK AS
EXPRESSLY SET FORTH IN THE CHARTER OR CHANGE OR CONVERT IN WHOLE
OR IN PART THE OUTSTANDING SHARES OF STOCK OF THE CORPORATION,
ANY MERGER, CONSOLIDATION, OR SHARE EXCHANGE OF THE CORPORATION
OR ANY SUBSIDIARY WITH (I) ANY INTERESTED STOCKHOLDER OR (II) ANY
OTHER CORPORATION (WHETHER OR NOT ITSELF AN INTERESTED
STOCKHOLDER) WHICH IS, OR AFTER THE MERGER, CONSOLIDATION, OR
SHARE EXCHANGE WOULD BE, AN AFFILIATE OF AN INTERESTED
STOCKHOLDER THAT WAS AN INTERESTED STOCKHOLDER PRIOR TO THE
TRANSACTION.
(2) ANY SALE, LEASE, TRANSFER, OR OTHER DISPOSITION,
OTHER THAN IN THE ORDINARY COURSE OF BUSINESS, IN ONE TRANSACTION
OR A SERIES OF TRANSACTIONS IN ANY 12-MONTH PERIOD, TO ANY
INTERESTED STOCKHOLDER OR ANY AFFILIATE OF ANY INTERESTED
STOCKHOLDER (OTHER THAN THE CORPORATION OR ANY OF ITS
SUBSIDIARIES) OF ANY ASSETS OF THE CORPORATION OR ANY SUBSIDIARY
HAVING, MEASURED AT THE TIME THE TRANSACTION OR TRANSACTIONS ARE
APPROVED BY THE BOARD OF DIRECTORS OF THE CORPORATION, AN
AGGREGATE BOOK VALUE AS OF THE END OF THE CORPORATION'S MOST
RECENTLY ENDED FISCAL QUARTER OF 10 PERCENT OR MORE OF THE TOTAL
MARKET VALUE OF THE OUTSTANDING STOCK OF THE CORPORATION OR OF
ITS NET WORTH AS OF THE END OF ITS MOST RECENTLY ENDED FISCAL
QUARTER;
(3) THE ISSUANCE OR TRANSFER BY THE CORPORATION, OR
ANY SUBSIDIARY, IN ONE TRANSACTION OR A SERIES OF TRANSACTIONS,
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