WILLIAM DONALD SCHAEFER, Governor                      Ch. 51

(B)   IN ADDITION TO THE REDEMPTION RIGHTS AUTHORIZED UNDER
SUBSECTION (A) OF THIS SECTION, UNLESS THE CHARTER OR BYLAWS
PROVIDE OTHERWISE, IF AN ACQUIRING PERSON STATEMENT HAS NOT BEEN
DELIVERED ON OR BEFORE THE 10TH DAY AFTER THE CONTROL SHARE
ACQUISITION, THE CORPORATION MAY, AT ITS OPTION, REDEEM ANY OR
ALL CONTROL SHARES, EXCEPT CONTROL SHARES FOR WHICH VOTING RIGHTS
HAVE BEEN PREVIOUSLY APPROVED UNDER § 3-702 OF THIS SUBTITLE, AT
ANY TIME DURING A PERIOD COMMENCING ON THE 11TH DAY AFTER THE
CONTROL SHARE ACQUISITION AND ENDING 60 DAYS AFTER A STATEMENT
HAS BEEN DELIVERED.

(C)  ANY REDEMPTION OF CONTROL SHARES UNDER THIS SECTION
SHALL BE AT THE FAIR VALUE OF THE SHARES. FOR PURPOSES OF THIS
SECTION, "FAIR VALUE" SHALL BE DETERMINED:

(1)  AS OF THE DATE OF THE LAST ACQUISITION OF CONTROL
SHARES BY THE ACQUIRING PERSON IN A CONTROL SHARE ACQUISITION OR,
IF A MEETING IS HELD UNDER § 3-704 OF THIS SUBTITLE, AS OF THE
DATE OF THE MEETING; AND

(2)  WITHOUT REGARD TO THE ABSENCE OF VOTING RIGHTS
FOR THE CONTROL SHARES.

3-708.

(A)  UNLESS THE CHARTER OR BYLAWS PROVIDE OTHERWISE, BEFORE
A CONTROL SHARE ACQUISITION HAS OCCURRED, IF VOTING RIGHTS FOR
CONTROL SHARES ARE APPROVED AT A MEETING HELD UNDER § 3-704 OF
THIS SUBTITLE AND THE ACQUIRING PERSON IS ENTITLED TO EXERCISE OR
DIRECT THE EXERCISE OF A MAJORITY OR MORE OF ALL VOTING POWER,
ALL STOCKHOLDERS OF THE CORPORATION (OTHER THAN THE ACQUIRING
PERSON) HAVE THE RIGHTS OF OBJECTING STOCKHOLDERS AS PROVIDED IN
SUBTITLE 2 OF THIS TITLE.

(B)  FOR PURPOSES OF APPLYING THE PROVISIONS OF SUBTITLE 2
OF THIS TITLE TO STOCKHOLDERS UNDER THIS SECTION, THE CORPORATION
SHALL BE DEEMED TO BE A SUCCESSOR IN A MERGER AND THE DATE OF THE
MOST RECENT APPROVAL OF VOTING RIGHTS REFERRED TO IN SUBSECTION
(A) OF THIS SECTION SHALL BE DEEMED TO BE THE DATE OF FILING OF
ARTICLES OF MERGER FOR RECORD WITH THE DEPARTMENT.

(C)  THE NOTICE REQUIRED BY § 3-207 OF THIS TITLE SHALL ALSO
STATE THAT STOCKHOLDERS (OTHER THAN THE ACQUIRING PERSON) ARE
ENTITLED TO THE RIGHTS OF OBJECTING STOCKHOLDERS UNDER SUBTITLE 2
OF THIS TITLE AND SHALL INCLUDE A COPY OF THIS SECTION AND
SUBTITLE 2 OF THIS TITLE.

(D)  FOR PURPOSES OF APPLYING THE PROVISIONS OF SUBTITLE 2
OF THIS TITLE TO THIS SECTION:

(1) "FAIR VALUE" MAY NOT BE LESS THAN THE HIGHEST
PRICE PER SHARE PAID BY THE ACQUIRING PERSON IN THE CONTROL SHARE
ACQUISITION; AND

- 1633 -