WILLIAM DONALD SCHAEFER, Governor                      Ch. 51

(II) REPRESENTATIONS OF THE ACQUIRING PERSON,
TOGETHER WITH A STATEMENT IN REASONABLE DETAIL OF THE FACTS ON
WHICH THEY ARE BASED, THAT:

1.  THE PROPOSED CONTROL SHARE
ACQUISITION, IF CONSUMMATED, WILL NOT BE CONTRARY TO LAW; AND

2.  THE ACQUIRING PERSON HAS THE FINANCIAL
CAPACITY, THROUGH FINANCING TO BE PROVIDED BY THE ACQUIRING
PERSON AND ANY ADDITIONAL SPECIFIED SOURCES OF FINANCING REQUIRED
UNDER § 3-705 OF THIS SUBTITLE, TO MAKE THE PROPOSED CONTROL
SHARE ACQUISITION.

3-704.

(A)  EXCEPT AS PROVIDED IN § 3-705 OF THIS SUBTITLE, IF THE
ACQUIRING PERSON REQUESTS, AT THE TIME OF DELIVERY OF AN
ACQUIRING PERSON STATEMENT, AND GIVES A WRITTEN UNDERTAKING TO
PAY THE CORPORATION'S EXPENSES OF A SPECIAL MEETING, EXCEPT THE
EXPENSES OF OPPOSING APPROVAL OF THE VOTING RIGHTS, WITHIN 10
DAYS AFTER THE DAY ON WHICH THE CORPORATION RECEIVES BOTH THE
REQUEST AND UNDERTAKING, THE DIRECTORS OF THE CORPORATION SHALL
CALL A SPECIAL MEETING OF STOCKHOLDERS OF THE CORPORATION FOR THE
PURPOSE OF CONSIDERING THE VOTING RIGHTS TO BE ACCORDED THE
SHARES ACQUIRED OR TO BE ACQUIRED IN THE CONTROL SHARE
ACQUISITION.

(B)  THE DIRECTORS MAY REQUIRE THE ACQUIRING PERSON TO GIVE
BOND, WITH SUFFICIENT SURETY, TO REASONABLY ASSURE THE
CORPORATION THAT THIS UNDERTAKING WILL BE SATISFIED.

(C)  UNLESS THE ACQUIRING PERSON AGREES IN WRITING TO
ANOTHER DATE, THE SPECIAL MEETING OF STOCKHOLDERS SHALL BE HELD
WITHIN 50 DAYS AFTER THE DAY ON WHICH THE CORPORATION RECEIVES
THE REQUEST HAS RECEIVED BOTH THE REQUEST AND THE UNDERTAKING.

(D)   IF THE ACQUIRING PERSON MAKES A REQUEST IN WRITING AT
THE TIME OF DELIVERY OF THE ACQUIRING PERSON STATEMENT, THE
SPECIAL MEETING MAY NOT BE HELD SOONER THAN 30 DAYS AFTER THE DAY
ON WHICH THE CORPORATION RECEIVES THE ACQUIRING PERSON STATEMENT.

(E) (1) IF NO REQUEST IS MADE UNDER SUBSECTION (A) OF THIS
SECTION, THE ISSUE OF THE VOTING RIGHTS TO BE ACCORDED THE SHARES
ACQUIRED IN THE CONTROL SHARE ACQUISITION MAY, AT THE OPTION OF
THE CORPORATION, BE PRESENTED FOR CONSIDERATION AT ANY MEETING OF
STOCKHOLDERS.

(2) IF NO REQUEST IS MADE UNDER SUBSECTION (A) OF
THIS SECTION AND THE CORPORATION PROPOSES TO PRESENT THE ISSUE OF
THE VOTING RIGHTS TO BE ACCORDED THE SHARES ACQUIRED IN A CONTROL
SHARE ACQUISITION FOR CONSIDERATION AT ANY MEETING OF
STOCKHOLDERS, THE CORPORATION SHALL PROVIDE THE ACQUIRING PERSON

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