(N) "SUBSIDIARY" MEANS ANY CORPORATION OF WHICH STOCK HAVING A
MAJORITY OF THE VOTES ENTITLED TO BE CAST IS OWNED, DIRECTLY OR
INDIRECTLY, BY THE CORPORATION.

3-802.

(A) NOTWITHSTANDING ANY OTHER PROVISION FN THIS ARTICLE EXCEPT
SUBSECTION (B) OF THIS SECTION, THIS SUBTITLE APPLIES TO EACH CORPORATION
THAT:

(1) HAS A CLASS OF EQUITY SECURITIES REGISTERED UNDER THE
FEDERAL SECURITIES EXCHANGE ACT OF 1934; AND

(2) ELECTS TO BE SUBJECT TO ANY OR ALL PROVISIONS, IN WHOLE OR
IN PART, OF THIS SUBTITLE BY PROVISION IN:

(I) ITS CHARTER OR BYLAWS; OR

(II) A RESOLUTION OF ITS BOARD OF DIRECTORS; OR

(III) ARTICLES SUPPLEMENTARY FILED WITH THE DEPARTMENT.

(B) (1) THIS SUBTITLE MAY APPLY APPLIES ONLY TO A CORPORATION THAT
HAS AT LEAST THREE DIRECTORS EACH OF WHOM AT THE TIME OF ANY ACT WHO. AT
THE TIME OF ANY ELECTION TO BECOME SUBJECT TO THE PROVISIONS OF THIS
SUBTITLE:

(I) IS NOT AN OFFICER OR EMPLOYEE ARE NOT OFFICERS OR
EMPLOYEES OF THE CORPORATION;

(II) IS NOT AN ACQUIRING PERSON ARE NOT ACQUIRING PERSONS;

(III) IS NOT A DIRECTOR, OFFICER, AFFILIATE, OR ASSOCIATE ARE
NOT DIRECTORS, OFFICERS, AFFILIATES. OR ASSOCIATES OF AN ACQUIRING PERSON;
AND

(IV) WAS WERE NOT NOMINATED OR DESIGNATED AS A DIRECTOR
DIRECTORS BY AN ACQUIRING PERSON.

(2) A DIRECTOR DOES NOT FAIL TO SATISFY PARAGRAPH (1) OF THIS
SUBSECTION BECAUSE THE DIRECTOR:

(I) OWNS SECURITIES ISSUED BY THE CORPORATION;

(II) IS ENTITLED TO COMPENSATION, RETIREMENT, SEVERANCE,
OR OTHER BENEFITS AS A DIRECTOR OF THE CORPORATION; OR

(III) MIGHT CONTINUE TO SERVE AS A DIRECTOR OF THE
CORPORATION OR BECOME A DIRECTOR OF AN ACQUIRING PERSON.

(3) THIS SUBTITLE DOES NOT APPLY TO A CORPORATION TO THE
EXTENT THAT THE CORPORATION ELECTS NOT TO BE SUBJECT TO ANY PROVISION
OF THIS SUBTITLE TO WHICH IT HAS PREVIOUSLY ELECTED TO BE SUBJECT, IF THE
CORPORATION ELECTS NOT TO BE SUBJECT TO THE PROVISION IN THE SAME