HARRY HUGHES, Governor                                        161

(b) The acquisition of a commercial bank by an out-of-state
bank holding company under this subtitle is authorized for
purposes of § 3(d) of the act.

(c) [A commercial bank acquired under this subtitle is
authorized for purposes of § 3(d) of the act to consolidate with,
merge with, or transfer assets to a constituent bank under Title
3, Subtitle 7 of this article.] NOTWITHSTANDING ANY OTHER
PROVISION OF LAW, AN OUT-OF-STATE BANK HOLDING COMPANY THAT HAS
MADE AN ACQUISITION UNDER THIS SUBTITLE SUBSEQUENTLY SHALL BE
PERMITTED, DIRECTLY OR INDIRECTLY, TO ACQUIRE AND HOLD MARYLAND
BANK HOLDING COMPANIES OR CONSTITUENT BANKS, AS DEFINED IN TITLE
3, SUBTITLE 7 OF THIS ARTICLE, IN THIS STATE AS IF THE
OUT-OF-STATE BANK HOLDING COMPANY WERE A BANK HOLDING COMPANY THE
OPERATIONS OF WHOSE BANKING SUBSIDIARIES ARE PRINCIPALLY
CONDUCTED IN THIS STATE FOR PURPOSES OF SECTION 3(D) OF THE ACT.
ANY MERGER WITH OR ACQUISITION OF A MARYLAND BANK HOLDING COMPANY
BY AN OUT-OF-STATE BANK HOLDING COMPANY, DIRECTLY OR INDIRECTLY,
OR ANY CONSOLIDATION WITH, MERGER WITH OR TRANSFER OF ASSETS TO A
CONSTITUENT BANK BY AN OUT-OF-STATE BANK HOLDING COMPANY,
DIRECTLY OR INDIRECTLY, SHALL BE GOVERNED BY THE PROCEDURAL
REQUIREMENTS OF § 5-1003(A)(1), (4) AND (5) OF THIS TITLE.

(D) EXCEPT FOR THE PROCEDURAL REQUIREMENTS OF THIS SECTION,
AN OUT-OF-STATE BANK HOLDING COMPANY MAY ACQUIRE AND HOLD
MARYLAND BANK HOLDING COMPANIES OR CONSTITUENT BANKS IN THIS
STATE UNDER SUBSECTION (C) OF THIS SECTION WITHOUT REGARD TO THE
RESTRICTIONS FOUND IN SUBTITLE 10 OF THIS TITLE.

5-1103.

(e) (4) NOTWITHSTANDING ANY OTHER PROVISION OF THIS SECTION
OR ANY OTHER LAW, THE APPROVAL BY THE SHAREHOLDERS OR MEMBERS OF
A SAVINGS AND LOAN ASSOCIATION FOR WHICH A RECEIVER HAS BEEN
APPOINTED UNDER § 9-708 OF THIS ARTICLE OF A MERGER, CONVERSION,
OR ACQUISITION INVOLVING THAT SAVINGS AND LOAN ASSOCIATION IS NOT
REQUIRED IF, AFTER NOTICE AND A HEARING, THE CIRCUIT COURT
ADMINISTERING THE RECEIVERSHIP DETERMINES THAT:

(I)  THE SAVINGS AND LOAN ASSOCIATION IS
INSOLVENT; OR

(II)  THE MERGER, CONVERSION, OR ACQUISITION
WILL NOT RESULT IN THE SHAREHOLDERS OR MEMBERS OF THE ASSOCIATION
RECEIVING PROPERTY OF A LESSER VALUE IN THEIR CAPACITY AS
SHAREHOLDERS OR MEMBERS THAN THEY OTHERWISE WOULD UPON A COMPLETE
LIQUIDATION OF THE SAVINGS AND LOAN ASSOCIATION IN RECEIVERSHIP.

5-1107.

Upon and after the acquisition of each savings and loan
association or commercial bank successor to a savings and loan
association to be acquired under this subtitle, the out-of-state
bank holding company and the acquired institution shall, UNLESS