WILLIAM DONALD SCHAEFER, Governor

Ch. 281

(II) THE DATE THE STOCKHOLDER CEASES TO BE A
STOCKHOLDER WITH RESPECT TO THE ACQUIRED SHARES;

(2)  IN THE CASE OF ANY DISTRIBUTION OF INDEBTEDNESS,
AS OF THE DATE THE INDEBTEDNESS IS DISTRIBUTED; AND

(3)  IN ALL OTHER CASES, AS OF:

(I)  THE DATE THE DISTRIBUTION IS AUTHORIZED IF
THE PAYMENT OCCURS WITHIN 120 DAYS AFTER THE DATE OF
AUTHORIZATION; OR

(II)  THE DATE THE PAYMENT IS MADE IF IT OCCURS
MORE THAN 120 DAYS AFTER THE DATE OF AUTHORIZATION.

(D)  A CORPORATION'S INDEBTEDNESS TO A STOCKHOLDER, INCURRED
BY REASON OF A DISTRIBUTION MADE IN ACCORDANCE WITH THIS SECTION,
IS AT PARITY WITH THE CORPORATION'S INDEBTEDNESS TO THE
CORPORATION'S GENERAL, UNSECURED CREDITORS, EXCEPT TO THE EXTENT
SUBORDINATED BY AGREEMENT.

(E)  (1) IF TERMS OF THE INDEBTEDNESS PROVIDE THAT PAYMENT
OF PRINCIPAL AND INTEREST IS TO BE MADE ONLY IF AND TO THE EXTENT
THAT PAYMENT OF A DISTRIBUTION TO STOCKHOLDERS COULD THEN BE MADE
UNDER THIS SECTION, INDEBTEDNESS OF A CORPORATION, INCLUDING
INDEBTEDNESS ISSUED AS A DISTRIBUTION, IS NOT A LIABILITY FOR
PURPOSES OF DETERMINATIONS MADE UNDER SUBSECTION (B) OF THIS
SECTION.

(2) IF THE INDEBTEDNESS IS ISSUED AS A DISTRIBUTION,
EACH PAYMENT OF PRINCIPAL OR INTEREST ON THE INDEBTEDNESS IS
TREATED AS A DISTRIBUTION, THE EFFECT OF WHICH IS MEASURED ON THE
DATE THE PAYMENT IS ACTUALLY MADE.

[2-312.

Unless its charter provides otherwise, if a corporation
acquires its own stock, other than convertible shares surrendered
to it or stock acquired for retirement, it may hold, sell, or
otherwise dispose of the stock for any corporate purpose as
determined by the board of directors.]

2-312.

(A) (1) IF IT IS ESTABLISHED THAT THE DIRECTOR'S DUTIES
WERE NOT PERFORMED IN COMPLIANCE WITH § 2-405.1 OF THIS TITLE, A
DIRECTOR WHO VOTES FOR OR ASSENTS TO A DISTRIBUTION MADE IN
VIOLATION OF THE CHARTER OR § 2-311 OF THIS SUBTITLE IS
PERSONALLY LIABLE TO THE CORPORATION FOR THE AMOUNT OF THE
DISTRIBUTION THAT EXCEEDS WHAT COULD HAVE BEEN MADE WITHOUT
VIOLATING THE CHARTER OR § 2-311 OF THIS SUBTITLE.

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