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Ch. 642
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2000 LAWS OF MARYLAND
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(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, within 30 days
after notice is given or waived under § 3-106; or
(ii) With respect to any other transaction, at or before the
stockholders' meeting at which the transaction will be considered OR, IN THE CASE OF
ACTION TAKEN UNDER § 2-505(B) OF THIS ARTICLE, WITHIN 10 DAYS AFTER THE
CORPORATION GIVES THE NOTICE REQUIRED BY § 2-505(B) OF THIS ARTICLE;
(2) May not vote in favor of the transaction; and
(3) Within 20 days after the Department accepts the articles for record,
shall make a written demand on the successor for payment for [his] THE
STOCKHOLDER'S stock, stating the number and class of shares for which [he] THE
STOCKHOLDER demands payment.
(b) A stockholder who fails to comply with this section is bound by the terms of
the consolidation, merger, share exchange, transfer of assets, or charter amendment.
3-511.
(A) [Promptly] EXCEPT AS PROVIDED IN SUBSECTION (B) OF THIS SECTION,
PROMPTLY after the charter of the corporation is revived, the president or a director
of the corporation shall call a meeting of the stockholders to elect a full board of
directors, giving notice in the manner required by Title 2 of this article.
(B) THE PRESIDENT OR A DIRECTOR OF A CORPORATION REGISTERED UNDER
THE INVESTMENT COMPANY ACT OF 1940 SHALL NOT BE REQUIRED TO CALL A
MEETING OF STOCKHOLDERS TO ELECT A FULL BOARD OF DIRECTORS UNTIL THE
CORPORATION IS REQUIRED TO HOLD AN ANNUAL MEETING UNDER § 2-501 OF THIS
ARTICLE.
3-603.
(c) (1) Whether or not such business combinations are authorized or
consummated in whole or in part after July 1, 1983 or after the determination date,
the provisions of § 3-602 of this subtitle do not apply to business combinations that
specifically, generally, or generally by types, as to specifically identified or
unidentified existing or future interested stockholders or their affiliates, have been
approved or exempted therefrom, in whole or in part, by resolution of the board of
directors of the corporation;
(i) Prior to September 1, 1983 or such earlier date as may be
irrevocably established by resolution of the board of directors; or
(ii) If involving transactions with a particular interested
stockholder or its existing or future affiliates, at any time prior to the [determination
date] MOST RECENT TIME THAT THE INTERESTED STOCKHOLDER BECAME AN
INTERESTED STOCKHOLDER.
(2) Unless by its terms a resolution adopted under this subsection is
made irrevocable, it may be altered or repealed by the board of directors, but this
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- 3316 -
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