WILLIAM DONALD SCHAEFER, Governor                      Ch. 52

manner in which the resolution was adopted. The articles
supplementary shall be executed in the manner required by Title 1
of this article. The articles supplementary constitute articles
supplementary under § l-101(e)(2) of this [title] ARTICLE, but do
not constitute an amendment to the charter.

(e) (1) Unless the charter of the corporation provides
otherwise, the [requirements] PROVISIONS of § 3-602 of this
subtitle do not apply to any business combination of:

(i) A close corporation as defined in §
4-101(b) of this article;

(ii) A corporation having fewer than 100
beneficial owners of its stock;

(iii) A corporation whose original articles of
incorporation have a provision, or whose stockholders adopt a
charter amendment after June 30, 1983 by a vote of at least 80
percent of the votes entitled to be cast by outstanding shares of
voting stock of the corporation, voting together as a single
voting group, and two-thirds of the votes entitled to be cast by
persons (if any) who are not interested stockholders of the
corporation OR AFFILIATES OR ASSOCIATES OF INTERESTED
STOCKHOLDERS, voting together as a single voting group, expressly
electing not to be governed by THE PROVISIONS OF § 3-602 OF this
subtitle IN WHOLE OR IN PART, OR IN EITHER CASE AS TO BUSINESS
COMBINATIONS, SPECIFICALLY, GENERALLY, OR GENERALLY BY TYPES, OR
AS TO IDENTIFIED OR UNIDENTIFIED EXISTING OR FUTURE INTERESTED
STOCKHOLDERS OR THEIR AFFILIATES, PROVIDED THAT THE AMENDMENT MAY
NOT BE EFFECTIVE UNTIL 18 MONTHS AFTER THE VOTE OF STOCKHOLDERS
AND MAY NOT APPLY TO ANY BUSINESS COMBINATION OF THE CORPORATION
WITH AN INTERESTED STOCKHOLDER (OR ANY AFFILIATE OF THE
INTERESTED STOCKHOLDER) WHO BECAME AN INTERESTED STOCKHOLDER ON
OR BEFORE THE DATE OF THE VOTE; [or]

(iv) An investment company registered under the
Investment Company Act of 1940; OR

(V) A CORPORATION WITH AN INTERESTED
STOCKHOLDER THAT BECAME AN INTERESTED STOCKHOLDER INADVERTENTLY,
IF THE INTERESTED STOCKHOLDER:

1.  AS SOON AS PRACTICABLE (BUT NOT MORE
THAN 10 DAYS AFTER THE INTERESTED STOCKHOLDER KNEW OR SHOULD HAVE
KNOWN IT HAD BECOME AN INTERESTED STOCKHOLDER) DIVESTS ITSELF OF
A SUFFICIENT AMOUNT OF THE VOTING STOCK OF THE CORPORATION SO
THAT IT NO LONGER IS THE BENEFICIAL OWNER, DIRECTLY OR
INDIRECTLY, OF 10 PERCENT OR MORE OF THE OUTSTANDING VOTING STOCK
OF THE CORPORATION; AND

2.  WOULD NOT AT ANY TIME WITHIN THE
5-YEAR PERIOD PRECEDING THE ANNOUNCEMENT DATE" WITH RESPECT TO THE

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