|
Ch. 52 LAWS OF MARYLAND
3. IS APPROVED OR NOT OPPOSED BY A
MAJORITY OF THE MEMBERS OF THE BOARD OF DIRECTORS THEN IN OFFICE,
BUT NOT LESS THAN 1 DIRECTOR, WHO WERE:
A. DIRECTORS BEFORE ANY PERSON BECAME AN
INTERESTED STOCKHOLDER DURING THE PREVIOUS 3 YEARS; OR
B. RECOMMENDED FOR ELECTION OR ELECTED TO
SUCCEED DIRECTORS DESCRIBED IN THE ITEM BY A MAJORITY OF THE
DIRECTORS DESCRIBED IN THE ITEM.
(II) THE PROPOSED TRANSACTIONS REFERRED TO IN
SUBPARAGRAPH (I) OF THIS PARAGRAPH ARE LIMITED TO:
1. EXCEPT FOR A MERGER IN RESPECT OF
WHICH NO VOTE OF STOCKHOLDERS OF THE CORPORATION IS REQUIRED
UNDER THIS ARTICLE, A MERGER OR CONSOLIDATION OF THE CORPORATION;
2. A SALE, LEASE, EXCHANGE, MORTGAGE,
PLEDGE, TRANSFER, INCLUDING A TRANSFER OF ANY FINANCIAL
ASSISTANCE OR TAX CREDIT OR TAX ADVANTAGE, LOAN, ADVANCE,
GUARANTEE, OR OTHER DISPOSITION, IN 1 TRANSACTION OR A SERIES OF
TRANSACTIONS, WHETHER AS PART OF A DISSOLUTION OR OTHERWISE, OF
ASSETS OF THE CORPORATION OR OF A DIRECT OR INDIRECT
MAJORITY OWNED SUBSIDIARY OF THE CORPORATION, OTHER THAN TO A
DIRECT OR INDIRECT WHOLLY OWNED SUBSIDIARY OR TO THE CORPORATION,
THAT HAVE AN AGGREGATE MARKET VALUE OF AT LEAST 50 PERCENT OF:
A. THE AGGREGATE MARKET VALUE OF ALL OF
THE ASSETS OF THE CORPORATION DETERMINED ON A CONSOLIDATED BASIS;
OR
B. THE AGGREGATE MARKET VALUE OF ALL OF
THE OUTSTANDING STOCK OF THE CORPORATION; OR
3. A PROPOSED TENDER OR EXCHANGE OFFER
FOR AT LEAST 50 PERCENT OF THE OUTSTANDING VOTING STOCK OF THE
CORPORATION.
(III) THE CORPORATION SHALL PROVIDE NOT LESS
THAN 20 DAYS' NOTICE TO ALL INTERESTED STOCKHOLDERS BEFORE
CONSUMMATION OF A TRANSACTION DESCRIBED IN SUBPARAGRAPH (II)1 OR
2 OF THIS PARAGRAPH.
(B) UNLESS AN EXEMPTION UNDER § 3-603 OF THIS SUBTITLE
APPLIES, IN [In] addition to any vote otherwise required by law
or the charter of the corporation, a business combination THAT IS
NOT PROHIBITED BY SUBSECTION (A) OF THIS SECTION shall be
recommended by the board of directors and approved by the
affirmative vote of at least:
- 1640 -
|
