Ch. 51

LAWS OF MARYLAND

(II) ONE-THIRD OR MORE, BUT LESS THAN A
MAJORITY OF ALL VOTING POWER; OR

(III) A MAJORITY OR MORE OF ALL VOTING POWER.

(2) "CONTROL SHARES" INCLUDES SHARES OF STOCK OF A
CORPORATION ONLY TO THE EXTENT THAT THE ACQUIRING PERSON,
FOLLOWING THE ACQUISITION OF THE SHARES, IS ENTITLED, DIRECTLY OR
INDIRECTLY, TO EXERCISE OR DIRECT THE EXERCISE OF VOTING POWER
WITHIN ANY LEVEL OF VOTING POWER SET FORTH IN THIS SECTION FOR
WHICH APPROVAL HAS NOT BEEN OBTAINED PREVIOUSLY UNDER § 3-70 2 OF
THIS SUBTITLE.

(E) (1) "CONTROL SHARE ACQUISITION" MEANS THE ACQUISITION,
DIRECTLY OR INDIRECTLY, BY ANY PERSON, OF OWNERSHIP OF, OR THE
POWER TO DIRECT THE EXERCISE OF VOTING POWER WITH RESPECT TO,
ISSUED AND OUTSTANDING CONTROL SHARES.

(2) "CONTROL SHARE ACQUISITION" DOES NOT INCLUDE THE
ACQUISITION OF SHARES:

(I)  BEFORE NOVEMBER 4, 1988;

(II)  UNDER A CONTRACT MADE BEFORE NOVEMBER 4,
1988;

DISTRIBUTION;

(III) UNDER THE LAWS OF DESCENT AND

(IV)  UNDER THE SATISFACTION OF A PLEDGE OR
OTHER SECURITY INTEREST CREATED IN GOOD FAITH AND NOT FOR THE
PURPOSE OF CIRCUMVENTING THIS SUBTITLE;' OR

(V)  UNDER A MERGER, CONSOLIDATION, OR SHARE
EXCHANGE EFFECTED UNDER SUBTITLE 1 OF THIS TITLE IF THE
CORPORATION IS A PARTY TO THE MERGER, CONSOLIDATION, OR SHARE
EXCHANGE.

(
DIRECTLY OR
VOTING POWER
OF VOTING
ACQUISITION
SUBSECTION,
ACQUISITION
THE PURPOSE

3) UNLESS THE ACQUISITION ENTITLES ANY PERSON,

INDIRECTLY, TO EXERCISE OR DIRECT THE EXERCISE OF

IN THE ELECTION OF DIRECTORS IN EXCESS OF THE RANGE

POWER PREVIOUSLY AUTHORIZED OR ATTAINED UNDER AN
THAT IS EXEMPT UNDER PARAGRAPH (2) OF THIS
"CONTROL SHARE ACQUISITION" DOES NOT INCLUDE THE

OF SHARES OF A CORPORATION IN GOOD FAITH AND NOT FOR

OF CIRCUMVENTING THIS SUBTITLE BY OR FROM:

(I)  ANY PERSON WHOSE VOTING RIGHTS HAVE
PREVIOUSLY BEEN AUTHORIZED BY STOCKHOLDERS IN COMPLIANCE WITH
THIS SUBTITLE; OR

(II)  ANY PERSON WHOSE PREVIOUS ACQUISITION OF
SHARES OF STOCK OF THE CORPORATION WOULD HAVE CONSTITUTED A

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