WILLIAM DONALD SCHAEFER, Governor                      Ch. 52

(1)  80 percent of the votes entitled to be cast by
outstanding snares of voting stock of the corporation, voting
together as a single voting group; and

(2)  Two-thirds of the votes entitled to be cast by
holders of voting stock other than voting stock held by the
interested stockholder who [is] WILL (or whose affiliate [is]
WILL) BE a party to the business combination or BY an affiliate
or associate of the interested stockholder, voting together as a
single voting group.

3-603.

(a)  For purposes [of subsection (b)] of this section:

(1)   "Announcement date" means the first general
public announcement of the proposal or intention to make a
proposal of the business combination or its first communication
generally to stockholders of the corporation, whichever is
earlier;

(2)   "Determination date" means the MOST RECENT date
on which [an] THE interested stockholder [first] became an
interested stockholder; and

(3)   "Valuation date" means:

(i) For a business combination voted upon by
stockholders, the latter of the day prior to the date of the
stockholders' vote or the day 20 days prior to the consummation
of the business combination; and

(ii) For a business combination not voted upon
by stockholders, the date of the consummation of the business
combination.

(b)  The vote required by [§ 3-602] § 3-602(B) of this
subtitle does not apply to a business combination as defined in §
3-601(e)(l) OF THIS SUBTITLE if each of the following conditions
is met:

(1) The aggregate amount of the cash and the market
value as of the valuation date of consideration other than cash
to be received per share by holders of common stock in such
business combination is at least equal to the highest of the
following:

(i) The highest per share price (including any
brokerage commissions, transfer taxes and soliciting dealers'
fees) paid by the interested stockholder for any shares of common
stock of the same class or series acquired by it[:

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