Ch. 52

LAWS OF MARYLAND

of the votes entitled to be cast by a corporation's voting stock
creates a presumption of control.

(h) "Corporation" includes a real estate investment trust
as defined in Title 8 of this article.

(i) "Equity security" means:

(1)  Any stock or similar security, certificate of
interest, or participation in any profit sharing agreement,
voting trust certificate, or certificate of deposit for an equity
security;

(2)  Any security convertible, with or without
consideration, into an equity security, or any warrant or other
security carrying any right to subscribe to or purchase an equity
security; or

(3)  Any put, call, straddle, or other option or
privilege of buying an equity security from or selling an equity
security to another without being bound to do so.

(j) "Interested stockholder" means any person (other than
the corporation or any subsidiary) that:

(1)  (i) Is the beneficial owner, directly or
indirectly, of 10 percent or more of the voting power of the
outstanding voting stock of the corporation; or

(ii) Is an affiliate OR ASSOCIATE of the
corporation and at any time within the 2 year period immediately
prior to the date in question was the beneficial owner, directly
or indirectly, of 10 percent or more of the voting power of the
then outstanding voting stock of the corporation.

(2)  For the purpose of determining whether a person
is an interested stockholder, the number of shares of voting
stock deemed to be outstanding shall include shares deemed owned
by the person through application of subsection (d) of this
section but may not include any other shares of voting stock
which may be issuable pursuant to any agreement, arrangement, or
understanding, or upon exercise of conversion rights, warrants or
options, or otherwise.

(k) "Market value" means:

(1) In the case of stock, the highest closing sale
price during the 30 day period immediately preceding the date in
question of a share of such stock on the composite tape for New
York Stock Exchange-listed stocks, or, if such stock is not
quoted on the composite tape, on the New York Stock Exchange, or,
if such stock is not listed on such Exchange, on the principal
United States securities exchange registered under the Securities

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