(e) If its issuance is authorized in accordance with this subtitle, stock with per
value and securities convertible into stock with par value may be issued as full paid
and nonassessable even if the price or value of the consideration received is less than
the par value of the stock issued or the stock into which the securities are convertible.

2-310.

(a) (3) SHARES OF A CORPORATION'S OWN STOCK ACQUIRED BY THE
CORPORATION BETWEEN THE RECORD DATE FOR DETERMINING STOCKHOLDERS
ENTITLED TO NOTICE OF OR TO VOTE AT A MEETING OF STOCKHOLDERS AND THE
TIME OF THE MEETING MAY BE VOTED AT THE MEETING BY THE HOLDER OF RECORD
AS OF THE RECORD DATE AND SHALL BE COUNTED IN DETERMINING THE TOTAL
NUMBER OF OUTSTANDING SHARES ENTITLED TO BE VOTED AT THE MEETING.

2- 406.

(a) Except as provided in subsection (b) of this section and unless the charter
of the corporation provides otherwise, the stockholders of a corporation may remove
any director, with or without cause, by the affirmative vote of a majority of all the
votes entitled to be cast GENERALLY for the election of directors.

(b) Unless the charter of the corporation provides otherwise:

(1) If the stockholders of any class or series are entitled separately to
elect one or more directors, a director elected by a class or series may not be removed
without cause except by the affirmative vote of a majority of all the votes of that class
or series;

(2) If a corporation has cumulative voting for the election of directors and
less than the entire board is to be removed, a director may not be removed without
cause if the votes cast against his removal would be sufficient to elect him if then
cumulatively voted at an election of the entire board of directors, or, if there is more
than one class of directors, at an election of the class of directors of which he is a
member; and

(3) If the directors have been divided into classes, a director may not be
removed without cause.

3- 104.

(a) Notwithstanding any other provision of this subtitle, unless the charter or
bylaws of a corporation provide otherwise, the approval of the stockholders and
articles of transfer or share exchange, as the case may be, are not required for any:

(1) Transfer of assets by a corporation in the ordinary course of business
actually conducted by it OR AS A DISTRIBUTION AS DEFINED IN § 2-301 OF THIS TITLE;

(2) Mortgage, pledge, or creation of any other security interest in any or
all of the assets of a corporation, whether or not in the ordinary course of its business;

(3) Exchange of shares of stock through voluntary action or under any
agreement with the stockholders; or