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HARRY HUGHES, Governor
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9
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(M) "VOTING STOCK" MEANS SHARES OF CAPITAL STOCK OF A
CORPORATION ENTITLED TO VOTE GENERALLY IN THE ELECTION OF
DIRECTORS.
3-602.
IN ADDITION TO ANY VOTE OTHERWISE REQUIRED BY LAW OR THE
CHARTER OF THE CORPORATION, A BUSINESS COMBINATION SHALL BE
RECOMMENDED BY THE BOARD OF DIRECTORS AND APPROVED BY THE
AFFIRMATIVE VOTE OF AT LEAST:
(1) 80 PERCENT OF THE VOTES ENTITLED TO BE CAST BY
OUTSTANDING SHARES OF VOTING STOCK OF THE CORPORATION, VOTING
TOGETHER AS A SINGLE VOTING GROUP; AND
(2) TWO-THIRDS OF THE VOTES ENTITLED TO BE CAST BY
HOLDERS OF VOTING STOCK OTHER THAN VOTING STOCK HELD BY THE
INTERESTED STOCKHOLDER WHO IS (OR WHOSE AFFILIATE IS) A PARTY TO
THE BUSINESS COMBINATION OR AN AFFILIATE OR ASSOCIATE OF THE
INTERESTED STOCKHOLDER, VOTING TOGETHER AS A SINGLE VOTING GROUP.
3-603.
(A) FOR PURPOSES OF SUBSECTION (B) OF THIS SECTION:
(1) "ANNOUNCEMENT DATE" MEANS THE FIRST GENERAL
PUBLIC ANNOUNCEMENT OF THE PROPOSAL OR INTENTION TO MAKE A
PROPOSAL OF THE BUSINESS COMBINATION OR ITS FIRST COMMUNICATION
GENERALLY TO STOCKHOLDERS OF THE CORPORATION, WHICHEVER IS
EARLIER; AND
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(2) "DETERMINATION DATE" MEANS THE DATE ON WHICH AN
INTERESTED STOCKHOLDER FIRST BECAME AN INTERESTED STOCKHOLDER.
(3) "VALUATION DATE" MEANS:
(I) FOR A BUSINESS COMBINATION VOTED UPON BY
STOCKHOLDERS, THE LATTER OF THE DAY PRIOR TO THE DATE OF THE
STOCKHOLDERS VOTE OR THE DAY 20 DAYS PRIOR TO THE CONSUMMATION OF
THE BUSINESS COMBINATION; AND
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(II) FOR A BUSINESS COMBINATION NOT VOTED UPON
BY STOCKHOLDERS, THE DATE OF THE CONSUMMATION OF THE BUSINESS
COMBINATION.
(B) THE VOTE REQUIRED BY § 3-602 OF THIS SUBTITLE DOES NOT
APPLY TO A BUSINESS COMBINATION AS DEFINED IN § 3-601(E)(l) IF
EACH OF THE FOLLOWING CONDITIONS IS MET:
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(1) 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 COMMON STOCK IN SUCH
BUSINESS COMBINATION IS AT LEAST EQUAL TO THE HIGHEST OF THE
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