WILLIAM DONALD SCHAEFER, Governor                      Ch. 52

Exchange Act of 1934 on which such stock is listed, or, if such
stock is not listed on any such exchange, the highest closing bid
quotation with respect to a share of such stock during the 30 day
period preceding the date in question on the National Association
of Securities Dealers, Inc. automated quotations system or any
system then in use, or, if no such quotations are available, the
fair market value on the date in question of a share of such
stock as determined by the board of directors of the corporation
in good faith; and

(2) In the case of property other than cash or stock,
the fair market value of such property on the date in question as
determined by the board of directors of the corporation in good
faith.

(1) "Subsidiary" means any corporation of which voting
stock having a majority of the votes entitled to be cast is
owned, directly or indirectly, by the corporation.

(m) "Voting stock" means shares of capital stock of a
corporation entitled to vote generally in the election of
directors.

3-602.

(A) (1) UNLESS AN EXEMPTION UNDER PARAGRAPH (2) OF THIS
SUBSECTION OR § 3-603(C), (D), OR (E) OF THIS SUBTITLE APPLIES, A
CORPORATION MAY NOT ENGAGE IN ANY BUSINESS COMBINATION WITH ANY
INTERESTED STOCKHOLDER OR ANY AFFILIATE OF THE INTERESTED
STOCKHOLDER FOR A PERIOD OF 5 YEARS FOLLOWING THE MOST RECENT
DATE ON WHICH THE INTERESTED STOCKHOLDER BECAME AN INTERESTED
STOCKHOLDER.

(2)(I) A CORPORATION MAY ENGAGE IN A BUSINESS

COMBINATION WITH AN INTERESTED STOCKHOLDER IF THE BUSINESS
COMBINATION IS PROPOSED BEFORE THE CONSUMMATION OR ABANDONMENT
OF, AND AFTER THE EARLIER OF THE PUBLIC ANNOUNCEMENT OR THE
NOTICE REQUIRED UNDER SUBPARAGRAPH (III) OF THIS PARAGRAPH, OF A
PROPOSED TRANSACTION THAT:

1. CONSTITUTES 1 OF THE TRANSACTIONS

DESCRIBED IN SUBPARAGRAPH (II) OF THIS PARAGRAPH;

2. IS WITH OR BY A PERSON WHO:

A. WAS NOT AN INTERESTED STOCKHOLDER

DURING THE PREVIOUS 3 YEARS; OR

B. BECAME AN INTERESTED STOCKHOLDER WITH
THE APPROVAL OF THE CORPORATION'S BOARD OF DIRECTORS; AND

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