WILLIAM DONALD SCHAEFER, Governor

Ch. 51

CONTROL SHARE ACQUISITION BUT FOR PARAGRAPH (2) OF THIS
SUBSECTION.

(F)   "INTERESTED SHARES" MEANS SHARES OF A CORPORATION IN
RESPECT OF WHICH ANY OF THE FOLLOWING PERSONS IS ENTITLED TO
EXERCISE OR DIRECT THE EXERCISE OF THE VOTING POWER OF SHARES OF
STOCK OF THE CORPORATION IN THE ELECTION OF DIRECTORS:

(1)  AN ACQUIRING PERSON;

(2)  AN OFFICER OF THE CORPORATION; OR

(3)  AN EMPLOYEE OF THE CORPORATION WHO IS ALSO A
DIRECTOR OF THE CORPORATION.

(G)   "CORPORATION" INCLUDES A REAL ESTATE INVESTMENT TRUST,
AS DEFINED IN TITLE 8 OF THIS ARTICLE.

(H) "PERSON" INCLUDES AN ASSOCIATE OF THE PERSON.

3-702.

(A)  (1) CONTROL SHARES OF THE CORPORATION ACQUIRED IN A
CONTROL SHARE ACQUISITION HAVE NO VOTING RIGHTS EXCEPT TO THE
EXTENT APPROVED BY THE STOCKHOLDERS AT A MEETING HELD UNDER §
3-704 OF THIS SUBTITLE BY THE AFFIRMATIVE VOTE OF TWO-THIRDS OF
ALL THE VOTES ENTITLED TO BE CAST ON THE MATTER, EXCLUDING ALL
INTERESTED SHARES.

(2) A CHARTER PROVISION PERMITTED BY § 2-104(B)(5) OF
THIS ARTICLE MAY NOT APPLY TO THE PROPORTION OF VOTES REQUIRED BY
PARAGRAPH (1) OF THIS SUBSECTION.

(B)  THIS SUBTITLE DOES NOT APPLY TO THE VOTING RIGHTS OF
SHARES OF STOCK IF THE ACQUISITION OF THE SHARES SPECIFICALLY,
GENERALLY, OR GENERALLY BY TYPES, AS TO SPECIFICALLY IDENTIFIED
OR UNIDENTIFIED EXISTING OR FUTURE STOCKHOLDERS OR THEIR
AFFILIATES OR ASSOCIATES, HAS BEEN APPROVED OR EXEMPTED BY A
PROVISION CONTAINED IN THE CHARTER OR BYLAWS AND ADOPTED AT ANY
TIME BEFORE THE ACQUISITION OF THE SHARES.

(C)  THIS SUBTITLE DOES NOT APPLY TO:

(1)  A CLOSE CORPORATION AS DEFINED IN § 4-101(B) OF
THIS ARTICLE;

(2)  A CORPORATION HAVING FEWER THAN 100 BENEFICIAL
OWNERS OF ITS STOCK; OR

(3)  AN INVESTMENT COMPANY REGISTERED UNDER THE
INVESTMENT COMPANY ACT OF 1940.

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