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Ch. 642
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PARRIS N. GLENDENING, Governor
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(2) A minority stockholder of the subsidiary has the right to demand and
receive payment of the fair value of his stock as provided in Subtitle 2 of this title
relating to objecting stockholders.
3-202.
(c) Unless the transaction is governed by § 3-602 of this title or is exempted
by § 3-603(b) of this title, a stockholder may not demand the fair value of [his] THE
STOCKHOLDER'S stock and is bound by the terms of the transaction if:
(1) The stock is listed on a national securities exchange [or], is
designated as a national market system security on an interdealer quotation system
by the National Association of Securities Dealers, Inc., OR IS DESIGNATED FOR
TRADING ON THE NASDAQ SMALL CAP MARKET:
(i) With respect to a merger under § 3-106 of this title of a 90
percent or more owned subsidiary with or into its parent corporation, on the date
notice is given or waived under § 3-106; or
(ii) With respect to any other transaction, on the record date for
determining stockholders entitled to vote on the transaction objected to;
(2) The stock is that of the successor in a merger, unless:
(i) The merger alters the contract rights of the stock as expressly
set forth in the charter, and the charter does not reserve the right to do so; or
(ii) The stock is to be changed or converted in whole or in part in
the merger into something other than either stock in the successor or cash, scrip, or
other rights or interests arising out of provisions for the treatment of fractional
shares of stock in the successor; [or]
(3) THE STOCK IS NOT ENTITLED TO BE VOTED ON THE TRANSACTION
OR THE STOCKHOLDER DID NOT OWN THE SHARES OF STOCK ON THE RECORD DATE
FOR DETERMINING STOCKHOLDERS ENTITLED TO VOTE ON THE TRANSACTION;
(4) THE CHARTER PROVIDES THAT THE HOLDERS OF THE STOCK ARE
NOT ENTITLED TO EXERCISE THE RIGHTS OF AN OBJECTING STOCKHOLDER UNDER
THIS SUBTITLE; OR
[(3)] (5) The stock is that of an open-end investment company
registered with the Securities and Exchange Commission under the Investment
Company Act of 1940 and the value placed on the stock in the transaction is its net
asset value.
3-203.
(a) A stockholder of a corporation who desires to receive payment of the fair
value of [his] THE STOCKHOLDER'S stock under this subtitle:
(1) Shall file with the corporation a written objection to the proposed
transaction:
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- 3315 -
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