WILLIAM DONALD SCHAEFER, Governor                            Ch. 413

(2) THE DISQUALIFIED STOCKHOLDER REJECTS THE CORPORATION'S
OFFER WITHIN 30 DAYS OF RECEIPT OF THE OFFER BY THE DISQUALIFIED
STOCKHOLDER.

(D)     IF THE CORPORATION FAILS TO COMMENCE A PROCEEDING UNDER
SUBSECTION (C) OF THIS SECTION TO DETERMINE THE FAIR VALUE OF STOCK
WITHIN 60 DAYS OF WRITTEN NOTICE OF DEMAND BY A DISQUALIFIED
STOCKHOLDER, THE DISQUALIFIED STOCKHOLDER MAY COMMENCE A
PROCEEDING AGAINST THE CORPORATION TO DETERMINE THE FAIR VALUE OF
THE STOCK.

(E)      (1) IF THE DISQUALIFIED STOCKHOLDER ACCEPTS THE
CORPORATION'S OFFER UNDER SUBSECTION (B) OF THIS SECTION, THE
CORPORATION SHALL MAKE PAYMENT WHEN THE STOCKHOLDER SURRENDERS
THE STOCKHOLDER'S STOCK.

(2)      UNLESS A LATER TIME IS AGREED ON, PAYMENT BY THE
CORPORATION AND SURRENDER OF THE STOCK BY THE STOCKHOLDER SHALL
OCCUR WITHIN 60 DAYS FROM THE EFFECTIVE DATE OF THE OFFER NOTICE.

(3)      IF THE DISQUALIFIED STOCKHOLDER FAILS TO RESPOND TO THE
CORPORATION'S OFFER UNDER SUBSECTION (B) OF THIS SECTION WITHIN 30 DAYS
AFTER DELIVERY OF THE NOTICE, THE STOCKHOLDER SHALL BE DEEMED TO HAVE
ACCEPTED THE OFFER.

(4)      PARAGRAPH (3) OF THIS SUBSECTION DOES NOT APPLY TO THE
PERSONAL REPRESENTATIVE OF A DECEASED STOCKHOLDER IF THE OFFER UNDER
SUBSECTION (B) OF THIS SECTION WAS MADE BEFORE THE APPOINTMENT OF THE
PERSONAL REPRESENTATIVE; PROVIDED, HOWEVER, THAT AN OFFER UNDER THIS
PARAGRAPH SHALL BE DEEMED ACCEPTED IF THE PERSONAL REPRESENTATIVE
DOES NOT RESPOND TO THE OFFER WITHIN 30 DAYS AFTER THE PERSONAL
REPRESENTATIVE IS APPOINTED.

(F)      THE CORPORATION SHALL CANCEL ON THE BOOKS OF THE
CORPORATION THE STOCK OF A DISQUALIFIED STOCKHOLDER AND THE
DISQUALIFIED STOCKHOLDER SHALL HAVE NO FURTHER INTEREST AS A
STOCKHOLDER IN THE CORPORATION OTHER THAN THE RIGHT OF PAYMENT OF
THE FAIR VALUE OF THE STOCK UNDER § 5-113 OF THIS SUBTITLE IF THE
CORPORATION HAS NOT DELIVERED AN OFFER NOTICE UNDER SUBSECTION (B) OF
THIS SECTION AND THE DISQUALIFIED STOCKHOLDER HAS NOT DEMANDED THAT
THE CORPORATION COMMENCE A PROCEEDING TO DETERMINE THE FAIR VALUE
OF THE STOCK WITHIN 120 DAYS OF:

(1)      APPOINTMENT OF A PERSONAL REPRESENTATIVE OF A DECEASED
STOCKHOLDER; OR

(2)      THE DATE AN ACQUISITION OF STOCK BECOMES REQUIRED UNDER
§ 5-113(C) OF THIS SUBTITLE.

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