<section article="gca" article_name="Corporations and Associations" number="3-101" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="1" subtitle_name="Consolidation, Merger, and Transfer of Assets"> <level label="a"> <text>In this subtitle the following words have the meanings indicated.</text> </level> <level label="b"> <text>“Domestic business trust” or “business trust” means a business trust formed under the laws of the State.</text> </level> <level label="c"> <text>“Domestic limited liability company” or “limited liability company” means a limited liability company formed under the laws of the State.</text> </level> <level label="d"> <text>“Domestic limited partnership” or “limited partnership” means a partnership formed by 2 or more persons under the laws of the State and having one or more general partners and one or more limited partners.</text> </level> <level label="e"> <text>“Domestic partnership” or “partnership” means a partnership formed under the laws of the State.</text> </level> <level label="f"> <text>“Foreign business trust” means a business trust organized under the laws of the United States, another state of the United States, or a territory, possession, or district of the United States, or under the laws of a foreign country.</text> </level> <level label="g"> <text>“Foreign limited liability company” means a limited liability company formed under the laws of any state, other than the State of Maryland, or under the laws of a foreign country.</text> </level> <level label="h"> <text>“Foreign limited partnership” means a partnership formed under the laws of any state other than the State of Maryland or under the laws of a foreign country and having as partners one or more general partners and one or more limited partners.</text> </level> <level label="i"> <text>“Foreign partnership” means a partnership formed under the laws of any state, other than this State, or under the laws of a foreign country.</text> </level> <level label="j"> <text>“Interest in land” means any interest in real property, the title to which could be affected by recording an instrument in the land records.</text> </level> </section> <section article="gca" article_name="Corporations and Associations" number="3-102" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="1" subtitle_name="Consolidation, Merger, and Transfer of Assets"> <level label="a"> <text>A Maryland corporation having capital stock may:</text> <level label="1"> <text>Consolidate with one or more other Maryland or foreign corporations having capital stock to form a new consolidated corporation;</text> </level> <level label="2"> <text>Merge into another Maryland or foreign corporation having capital stock, or have one or more such corporations merged into it;</text> </level> <level label="3"> <text>Merge into a domestic or foreign business trust having transferable units of beneficial interest, or have one or more such business trusts merge into it;</text> </level> <level label="4"> <text>Merge into a domestic or foreign limited partnership, or have one or more domestic or foreign limited partnerships merged into it;</text> </level> <level label="5"> <text>Merge into a domestic or foreign limited liability company, or have one or more domestic or foreign limited liability companies merged into it;</text> </level> <level label="6"> <text>Merge into a domestic or foreign partnership, or have one or more domestic or foreign partnerships merged into it;</text> </level> <level label="7"> <text>Participate in a share exchange either:</text> <level label="i"> <text>As the successor; or</text> </level> <level label="ii"> <text>As the corporation the stock of which is to be acquired; or</text> </level> </level> <level label="8"> <text>Transfer its assets.</text> </level> </level> <level label="b"> <text>The provisions of this subtitle do not repeal, modify, or affect in any way a restriction or limitation:</text> <level label="1"> <text>Imposed on a corporation by State or other applicable law or by a charter provision which applies to a consolidation, merger share exchange, or transfer of assets; or</text> </level> <level label="2"> <text>Contained in a franchise granted by the State or any of its political subdivisions which applies to a transfer or assignment of the franchise.</text> </level> </level> </section> <section article="gca" article_name="Corporations and Associations" number="3-103" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="1" subtitle_name="Consolidation, Merger, and Transfer of Assets"> <text>In a consolidation, merger, or share exchange, stock in a corporation may be exchanged for or converted into and, in a transfer of assets, assets may be transferred in consideration of any one or more of the following:</text> <level label="1"> <text>Stock, evidence of indebtedness, partnership or limited liability company interests, or other securities of the successor or any other corporation or entity, whether or not a party to the transaction;</text> </level> <level label="2"> <text>Other tangible or intangible property;</text> </level> <level label="3"> <text>Money; and</text> </level> <level label="4"> <text>Any other consideration.</text> </level> </section> <section article="gca" article_name="Corporations and Associations" number="3-104" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="1" subtitle_name="Consolidation, Merger, and Transfer of Assets"> <level label="a"> <text>Notwithstanding any other provision of this subtitle, unless the charter or bylaws of a corporation provide otherwise by reference to this section or the subject matter of this section, the approval of the stockholders is not required for any:</text> <level label="1"> <text>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 article;</text> </level> <level label="2"> <text>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;</text> </level> <level label="3"> <text>Transfer of assets by a corporation to one or more persons if all of the equity interests of the person or persons are owned, directly or indirectly, by the corporation;</text> </level> <level label="4"> <text>Transfer of assets by a corporation registered as an open–end investment company under the Investment Company Act of 1940, including a transfer between or among classes or series of stock of a corporation; or</text> </level> <level label="5"> <text>Transfer of assets by a corporation that is dissolved.</text> </level> </level> <level label="b"> <text>Notwithstanding any other provisions of this subtitle, unless the charter or bylaws of a corporation provide otherwise by reference to this section or the subject matter of this section, the approval of the stockholders and articles of share exchange are not required for an exchange of shares of stock through voluntary action or under an agreement with the stockholders participating in the exchange.</text> </level> <level label="c"> <text>Notwithstanding any other provision of this subtitle, unless the charter or bylaws of a corporation provide otherwise by reference to this section or the subject matter of this section, the approval of the stockholders is not required for a transfer of assets that is collateral for securing a mortgage, pledge, or security interest if:</text> <level label="1"> <text>The mortgagee, pledgee, or secured party exercises its rights under:</text> <level label="i"> <text>Title 9 of the Maryland Uniform Commercial Code;</text> </level> <level label="ii"> <text>The Real Property Article; or</text> </level> <level label="iii"> <text>Other applicable law to effect the transfer of assets without the consent of the corporation; or</text> </level> </level> <level label="2"> <text>The board of directors of the corporation authorizes an alternative sale of assets with the mortgagee, the pledgee, a secured party, or another person:</text> <level label="i"> <text>That results in the reduction or elimination of the liabilities or obligations secured by the assets; and</text> </level> <level label="ii"> <text>For which the value of the assets is less than or equal to the amount of the liabilities or obligations being reduced or eliminated.</text> </level> </level> </level> <level label="d"> <text>The receipt of consideration by the corporation or its stockholders in an alternative sale of assets in accordance with subsection (c)(2) of this section may not create a presumption that the value of the assets is greater than the amount of liabilities or obligations being eliminated or reduced for the purposes of this section.</text> </level> <level label="e"> <level label="1"> <text>This subsection does not apply to any proceeding against a corporation and another necessary party to enjoin a sale before the sale is completed.</text> </level> <level label="2"> <text>Subject to paragraph (3) of this subsection, failure to satisfy subsection (c)(2)(ii) of this section may not invalidate a sale if the transferee of the assets:</text> <level label="i"> <text>Provided value for the assets, including the reduction or elimination of the liabilities or obligations secured by the assets; and</text> </level> <level label="ii"> <text>Acted in good faith.</text> </level> </level> <level label="3"> <text>Paragraph (2) of this subsection may not be interpreted to eliminate any claim, including:</text> <level label="i"> <text>A claim for monetary damages arising from the director failing to satisfy the standard of conduct for directors under § 2–405.1(c) of this article, including a claim by or in the right of the corporation; or</text> </level> <level label="ii"> <text>A claim for equitable relief.</text> </level> </level> </level> <level label="f"> <text>A transaction described in subsection (a), (b), or (c) of this section also may be effected as otherwise provided in this subtitle.</text> </level> </section> <section article="gca" article_name="Corporations and Associations" number="3-105" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="1" subtitle_name="Consolidation, Merger, and Transfer of Assets"> <level label="a"> <text>A consolidation, merger, share exchange, or transfer of assets shall be approved in the manner provided by this section, except that:</text> <level label="1"> <text>A merger of a 90% or more owned subsidiary with or into its parent need be approved only in accordance with the provisions of § 3–106 of this subtitle;</text> </level> <level label="2"> <text>A merger of a Maryland corporation in accordance with § 3–106.1 of this subtitle need be approved only in the manner provided in § 3–106.1 of this subtitle;</text> </level> <level label="3"> <text>A merger of a Maryland corporation in accordance with § 3–106.2 of this subtitle need only be approved in the manner provided in § 3–106.2 of this subtitle;</text> </level> <level label="4"> <text>A share exchange need be approved by a Maryland successor only by its board of directors and by any other action required by its charter;</text> </level> <level label="5"> <text>A transfer of assets need be approved by a Maryland transferee corporation only by its board of directors and by any other action required by its charter;</text> </level> <level label="6"> <text>A foreign corporation party to the transaction shall have the transaction advised, authorized, and approved in the manner and by the vote required by its charter and the laws of the place where it is organized;</text> </level> <level label="7"> <text>A merger need be approved by a Maryland successor corporation only by a majority of its entire board of directors if:</text> <level label="i"> <text>The merger does not reclassify or change the terms of any class or series of its stock that is outstanding immediately before the merger becomes effective or otherwise amend its charter and the number of its shares of stock of such class or series outstanding immediately after the effective time of the merger does not increase by more than 20% of the number of its shares of the class or series of stock that is outstanding immediately before the merger becomes effective; or</text> </level> <level label="ii"> <text>There is no stock outstanding or subscribed for and entitled to be voted on the merger;</text> </level> </level> <level label="8"> <text>A business trust party to a merger shall have the merger advised, authorized, and approved in the manner and by the vote required by its declaration of trust and the laws of the place where it is organized; and</text> </level> <level label="9"> <text>A consolidation, merger, or share exchange shall be approved by a Maryland corporation registered as an open–end investment company under the Investment Company Act of 1940 only by a majority of the entire board of directors and in the manner and by the vote required under the Investment Company Act of 1940.</text> </level> </level> <level label="b"> <text>The board of directors of each corporation proposing to consolidate, merge, transfer its assets, or have its stock acquired in a share exchange shall:</text> <level label="1"> <text>Adopt a resolution which declares that the proposed transaction is advisable on substantially the terms and conditions set forth or referred to in the resolution; and</text> </level> <level label="2"> <text>Direct that the proposed transaction be submitted for consideration at either an annual or a special meeting of the stockholders.</text> </level> </level> <level label="c"> <text>Notice which states that a purpose of the meeting will be to act on the proposed consolidation, merger, share exchange, or transfer of assets shall be given by each corporation in the manner required by Title 2 of this article to:</text> <level label="1"> <text>Each of its stockholders entitled to vote on the proposed transaction; and</text> </level> <level label="2"> <text>Each of its stockholders not entitled to vote on the proposed transaction, except the stockholders of a successor in a merger if the merger does not alter the contract rights of their stock as expressly set forth in the charter.</text> </level> </level> <level label="d"> <text>An agreement of consolidation, merger, share exchange, or transfer of assets may require that the proposed transaction shall be submitted to the stockholders, even if the board of directors determines at any time after having declared the advisability of the proposed transaction that the proposed transaction is no longer advisable and either makes no recommendation to the stockholders or recommends that the stockholders reject the proposed transaction.</text> </level> <level label="e"> <text>The proposed consolidation, merger, share exchange, or transfer shall be approved by the stockholders of each corporation by the affirmative vote of two-thirds of all the votes entitled to be cast on the matter.</text> </level> </section> <section article="gca" article_name="Corporations and Associations" number="3-106" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="1" subtitle_name="Consolidation, Merger, and Transfer of Assets"> <level label="a"> <text>Notwithstanding the provisions of § 3-105 of this subtitle, the merger of a 90 percent or more owned subsidiary corporation with or into its parent corporation may be effected as provided in this section if:</text> <level label="1"> <text>The charter of the successor is not amended in the merger other than to change its name, the name or other designation or the par value of any class or series of its stock, or the aggregate par value of its stock; and</text> </level> <level label="2"> <text>The contract rights of any stock of the successor issued in the merger in exchange for stock of the other corporation participating in the merger are identical to the contract rights of the stock for which the stock of the successor was exchanged.</text> </level> </level> <level label="b"> <text>For the purposes of this section, a subsidiary is considered to be 90 percent or more owned if the parent corporation owns shares entitled to cast 90 percent or more of all the votes entitled to be cast of each group or class of shares entitled to vote as a group or class on the merger.</text> </level> <level label="c"> <level label="1"> <text>The board of directors of each Maryland corporation proposing to become a party to the merger shall adopt a resolution which approves the proposed merger on substantially the terms and conditions set forth or referred to in the resolution. The approval shall be by a majority vote of the entire board of directors. A meeting of the stockholders is not necessary.</text> </level> <level label="2"> <text>If a foreign corporation is a party to the articles, the transaction shall be advised, authorized, and approved by the corporation in the manner and by the vote required by its charter and the laws of the place where it is organized.</text> </level> </level> <level label="d"> <level label="1"> <text>Unless waived by all stockholders who, except for the application of this section, would be entitled to vote on the merger, at least 20 business days before the articles are filed with the Department a parent corporation which owns less than all of the outstanding stock of the subsidiary as of immediately before the effective time of the merger must have given notice of the transaction to each of the subsidiary’s stockholders of record who, except for the application of this section, would be entitled to vote on the merger on the date of giving of the notice or on a record date fixed for that purpose which is not more than 10 days before the date of giving notice.</text> </level> <level label="2"> <text>A minority stockholder of the subsidiary has the right to demand and receive payment of the fair value of the minority stockholder’s stock as, and to the extent, provided in Subtitle 2 of this title relating to objecting stockholders.</text> </level> </level> </section> <section article="gca" article_name="Corporations and Associations" number="3-106.1" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="1" subtitle_name="Consolidation, Merger, and Transfer of Assets"> <level label="a"> <level label="1"> <text>In this section the following words have the meanings indicated.</text> </level> <level label="2"> <text>“Acquiring entity” means the Maryland corporation or other entity, as defined in § 3–901 of this title, consummating a tender or exchange offer under this section.</text> </level> <level label="3"> <text>“Consummate” means to irrevocably accept, for purchase or exchange, stock tendered in accordance with a tender or exchange offer.</text> </level> <level label="4"> <text>“Depository” means an agent appointed to consummate an offer described in this section.</text> </level> <level label="5"> <text>“Received” means:</text> <level label="i"> <text>For certificated shares, physical receipt of a stock certificate and transfer of the stock certificate into the depository’s account; and</text> </level> <level label="ii"> <text>For uncertificated shares, receipt by the depository of confirmation of the transfer of the shares into the depository’s account.</text> </level> </level> <level label="6"> <text>“Stockholder” includes a shareholder of a real estate investment trust.</text> </level> <level label="7"> <level label="i"> <text>“Subject corporation” means the Maryland corporation that is the subject of a tender or exchange offer under this section.</text> </level> <level label="ii"> <text>“Subject corporation” includes a Maryland real estate investment trust as defined in Title 8 of this article.</text> </level> </level> </level> <level label="b"> <text>This section applies only to an agreement to merge that provides for the consummation of the merger on or after October 1, 2014.</text> </level> <level label="c"> <level label="1"> <text>Notwithstanding § 3–105 of this subtitle, unless the charter of a corporation or declaration of trust of a real estate investment trust provides otherwise, a merger of a subject corporation with or into an acquiring entity is effected under this section if:</text> <level label="i"> <text>The shares of the subject corporation are registered under the Securities Exchange Act of 1934 immediately prior to the execution of the agreement to merge by the subject corporation;</text> </level> <level label="ii"> <text>The agreement to merge expressly allows or requires the merger to be effected under this section and provides that the merger shall be effected following the consummation of the offer described in item (iii) of this paragraph;</text> </level> <level label="iii"> <text>Subject to paragraph (2) of this subsection, an acquiring entity consummates a tender or exchange offer for any and all of the outstanding shares of the subject corporation that would, except for the application of this section, entitle the holder of the outstanding shares to vote on the merger on the terms provided in the agreement to merge;</text> </level> <level label="iv"> <text>Following the consummation of the offer, the stock irrevocably accepted for purchase or exchange in accordance with the offer and received by the depository before the expiration of the offer, together with the stock otherwise owned by the acquiring entity, a person that owns, directly or indirectly, all of the outstanding equity interest in the acquiring entity, and a direct or indirect wholly owned subsidiary of the acquiring entity or a person that owns, directly or indirectly, all of the outstanding equity interest in the acquiring entity, equals at least that percentage of the shares, and of each class or series of the shares, of the subject corporation that would, except for the application of this section, be required to approve the merger under this article and the charter of the subject corporation;</text> </level> <level label="v"> <text>The acquiring entity merges with or into the subject corporation; and</text> </level> <level label="vi"> <text>Each outstanding share of each class or series of shares of the subject corporation that is the subject of and not irrevocably accepted for purchase or exchange in the offer is converted in the merger into, or into the right to receive, the same amount and kind of cash, property, rights, or securities paid for shares of the class or series of shares of the subject corporation irrevocably accepted for purchase or exchange in the offer.</text> </level> </level> <level label="2"> <text>A tender or an exchange offer under paragraph (1)(iii) of this subsection may exclude stock of the subject corporation that is owned at the commencement of the offer by:</text> <level label="i"> <text>The acquiring entity;</text> </level> <level label="ii"> <text>A person that owns, directly or indirectly, all of the outstanding equity interest in the acquiring entity; or</text> </level> <level label="iii"> <text>A direct or indirect wholly owned subsidiary of a person described in item (i) or (ii) of this paragraph.</text> </level> </level> </level> <level label="d"> <level label="1"> <level label="i"> <text>The board of directors of each Maryland corporation proposing to become a party to the merger shall adopt a resolution that approves the proposed merger on substantially the terms and conditions set forth or referred to in the resolution.</text> </level> <level label="ii"> <text>The approval shall be by a majority vote of the entire board of directors.</text> </level> <level label="iii"> <text>A meeting of the stockholders is not necessary.</text> </level> </level> <level label="2"> <text>If an other entity, as defined in § 3–901 of this title, is a party to the merger, the transaction shall be advised, authorized, and approved by the other entity in the manner and by the vote required by its governing documents and the laws of the place where the other entity is organized.</text> </level> </level> <level label="e"> <level label="1"> <text>Unless waived by all stockholders who, except for the application of this section, would be entitled to vote on the merger, at least 20 business days before the articles are filed with the Department an acquiring entity that owns less than all of the outstanding shares of the subject corporation as of immediately before the effective time of the merger must have given notice of the transaction to each of the subject corporation’s stockholders of record who, except for the application of this section, would be entitled to vote on the merger on the date that notice is given or on a record date fixed for that purpose that is not more than 10 days before the date that notice is given.</text> </level> <level label="2"> <text>A minority stockholder of the subject corporation has the right to demand and receive payment of the fair value of the minority stockholder’s shares as, and to the extent, provided in Subtitle 2 of this title relating to objecting stockholders.</text> </level> </level> </section> <section article="gca" article_name="Corporations and Associations" number="3-106.2" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="1" subtitle_name="Consolidation, Merger, and Transfer of Assets"> <level label="a"> <text>In this section, “holding company” means a Maryland corporation:</text> <level label="1"> <text>That, from its formation until consummation of a merger governed by this section, has been at all times a direct or indirect wholly owned subsidiary corporation; and</text> </level> <level label="2"> <text>All of the shares of stock of which are issued in the merger.</text> </level> </level> <level label="b"> <text>Notwithstanding § 3–105 of this subtitle, unless the charter of a parent corporation expressly provides otherwise, a vote of the stockholders of the parent corporation is not necessary to authorize a merger with or into a single direct or indirect wholly owned subsidiary corporation of the parent corporation if:</text> <level label="1"> <text>The parent corporation and the direct or indirect wholly owned subsidiary corporation are the only parties to the merger;</text> </level> <level label="2"> <text>Each share or fraction of a share of the stock of the parent corporation outstanding immediately prior to the effective time of the merger is converted in the merger into a share or equal fraction of a share of the stock of a holding company having the same contract rights as the share of stock of the parent corporation being converted in the merger;</text> </level> <level label="3"> <text>The holding company, the parent corporation, and the direct or indirect wholly owned subsidiary corporation that is the other party to the merger are Maryland corporations;</text> </level> <level label="4"> <text>The charter and bylaws of the holding company immediately following the effective time of the merger are identical to the charter and bylaws of the parent corporation in effect immediately prior to the effective time of the merger, other than:</text> <level label="i"> <text>Provisions, if any, regarding the incorporator or incorporators, the principal office, the resident agent, and the initial board of directors;</text> </level> <level label="ii"> <text>Provisions authorized under § 2–605 of this article; and</text> </level> <level label="iii"> <text>Any amendment to the charter that was necessary to effect a change, exchange, reclassification, subdivision, combination, or cancellation of stock, if the change, exchange, reclassification, subdivision, combination, or cancellation of stock has become effective;</text> </level> </level> <level label="5"> <text>As a result of the merger, the parent corporation or its successor becomes a direct or indirect wholly owned subsidiary corporation of the holding company;</text> </level> <level label="6"> <text>The directors of the parent corporation become or remain the directors of the holding company at the effective time of the merger;</text> </level> <level label="7"> <text>The stockholders of the parent corporation do not recognize gain or loss for federal income tax purposes, as determined by the board of directors of the parent corporation; and</text> </level> <level label="8"> <text>A majority of the entire board of directors of the parent corporation approves the merger.</text> </level> </level> <level label="c"> <text>From and after the effective time of a merger under subsection (b) of this section:</text> <level label="1"> <text>If the parent corporation was formed before October 1, 1995, and its charter did not expressly terminate preemptive rights, and the holding company was formed on or after October 1, 1995, the charter of the holding company shall provide that stockholders of the holding company have preemptive rights, to the extent provided in the charter of the parent corporation immediately prior to the effective time of the merger and subject to § 2–205 of this article, to subscribe to any additional shares of stock or any security convertible into an additional issue of stock;</text> </level> <level label="2"> <text>To the extent a voting trust agreement authorized by § 2–510 of this article, a written agreement authorized by § 2–510.1 of this article, a proxy authorized by § 2–507 of this article, or any other similar agreement or instrument applied to the parent corporation, its stock, or its stockholders immediately prior to the effective time of the merger, the voting trust agreement, written agreement, proxy, or other similar agreement or instrument shall apply to the holding company, its stock, and its stockholders;</text> </level> <level label="3"> <text>To the extent that the restrictions under § 3–602 of this title applied to the parent corporation and the stockholders of the parent corporation immediately prior to the effective time of the merger:</text> <level label="i"> <text>The restrictions shall apply to the holding company and the stockholders of the holding company immediately after the effective time of the merger as though the holding company was the parent company;</text> </level> <level label="ii"> <text>For purposes of § 3–602 of this title, all shares of stock of the holding company acquired in the merger shall be deemed to have been acquired at the time that the shares of stock of the parent corporation converted in the merger were acquired; and</text> </level> <level label="iii"> <level label="1"> <text>Any stockholder that immediately prior to the effective time of the merger was not an interested stockholder, as defined in § 3–601 of this title, does not, solely by reason of the merger, become an interested stockholder of the holding company; and</text> </level> <level label="2"> <text>Any stockholder that immediately prior to the effective time of the merger was an interested stockholder, as defined in § 3–601 of this title, remains an interested stockholder of the holding company;</text> </level> </level> </level> <level label="4"> <text>To the extent that, immediately prior to the effective time of the merger, any approval by the stockholders of the parent corporation under § 3–702(a) of this title applied to the parent corporation and any control shares of the parent corporation, the approval shall apply to the holding company and any control shares of the holding company immediately after the effective time of the merger as if the holding company were the parent corporation;</text> </level> <level label="5"> <text>To the extent that, immediately prior to the effective time of the merger, the board of directors of the parent corporation had elected by resolution to be subject to or not to be subject to, wholly or partly, any or all provisions of Subtitle 8 of this title, the election shall apply to the holding company immediately after the effective time of the merger as if the holding company were the parent corporation;</text> </level> <level label="6"> <text>Unless the board of directors of the holding company has authorized shares of stock of the holding company to be issued without certificates, or until certificates with the name of the holding company have been issued, the shares of stock of the holding company into which the shares of stock of the parent corporation are converted in the merger may continue to be represented by the stock certificates that previously represented shares of stock of the parent corporation; and</text> </level> <level label="7"> <text>To the extent that a stockholder of the parent corporation immediately prior to the effective time of the merger had standing to institute or maintain derivative litigation on behalf of the parent corporation, the stockholder shall have standing to institute or maintain derivative litigation on behalf of the holding company.</text> </level> </level> </section> <section article="gca" article_name="Corporations and Associations" number="3-107" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="1" subtitle_name="Consolidation, Merger, and Transfer of Assets"> <text>Articles of consolidation, merger, or share exchange shall be filed for record with the Department.</text> </section> <section article="gca" article_name="Corporations and Associations" number="3-108" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="1" subtitle_name="Consolidation, Merger, and Transfer of Assets"> <level label="a"> <text>A proposed consolidation, merger, or share exchange may be abandoned before the effective date of the articles:</text> <level label="1"> <text>If the articles so provide, by majority vote of the entire board of directors of any one corporation party to the articles, the entire board of trustees of any one business trust party to the articles, or the governing body of any other entity party to the articles; or</text> </level> <level label="2"> <text>Unless the articles provide otherwise, by majority vote of the entire board of directors of each Maryland corporation party to the articles, the entire board of trustees of each Maryland business trust party to the articles, and the governing body of each other Maryland entity party to the articles.</text> </level> </level> <level label="b"> <text>If the articles have been filed with the Department, notice of the abandonment shall be given promptly to the Department by:</text> <level label="1"> <text>If abandoned pursuant to subsection (a)(1) of this section, any one party to the articles; or</text> </level> <level label="2"> <text>If abandoned pursuant to subsection (a)(2) of this section, each party to the articles.</text> </level> </level> <level label="c"> <level label="1"> <text>If the proposed consolidation, merger, or share exchange is abandoned as provided in this section, no legal liability arises under the articles.</text> </level> <level label="2"> <text>An abandonment does not prejudice the rights of any person under any other contract made by a corporation party to the proposed articles in connection with the proposed consolidation, merger, or share exchange.</text> </level> </level> </section> <section article="gca" article_name="Corporations and Associations" number="3-109" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="1" subtitle_name="Consolidation, Merger, and Transfer of Assets"> <level label="a"> <text>In this section, “facts ascertainable outside the articles” includes:</text> <level label="1"> <text>An action or a determination by any person, including the corporation, its board of directors, an officer or agent of the corporation, and any other person affiliated with the corporation;</text> </level> <level label="2"> <text>The contents of any agreement to which the corporation is a party or any other document; and</text> </level> <level label="3"> <text>Any other event.</text> </level> </level> <level label="b"> <text>Articles of consolidation, merger, or share exchange shall contain the terms and conditions of the transaction and the manner of carrying it into effect, including:</text> <level label="1"> <text>A statement that each party to the articles agrees to merge, to consolidate to form a new corporation, or to acquire stock or have its stock acquired in a share exchange, as the case may be;</text> </level> <level label="2"> <text>The name and place of incorporation or organization of:</text> <level label="i"> <text>Each party to the articles; and</text> </level> <level label="ii"> <text>The successor corporation in a consolidation, merger, or share exchange or the successor domestic partnership, limited partnership or limited liability company in a merger;</text> </level> </level> <level label="3"> <text>As to each foreign corporation:</text> <level label="i"> <text>The date of its incorporation;</text> </level> <level label="ii"> <text>A statement whether it is incorporated under general law or by special act and, if incorporated by special act, the chapter number and year of passage; and</text> </level> <level label="iii"> <text>If the corporation is registered or qualified to do business in this State, the date of its registration or qualification;</text> </level> </level> <level label="4"> <text>As to each foreign business trust:</text> <level label="i"> <text>The date of its organization; and</text> </level> <level label="ii"> <text>If the business trust is registered or qualified to do business in this State, the date of its registration or qualification;</text> </level> </level> <level label="5"> <text>As to each foreign partnership, limited partnership or limited liability company:</text> <level label="i"> <text>The date of its formation; and</text> </level> <level label="ii"> <text>If the foreign partnership, limited partnership or limited liability company is registered or qualified to do business in this State, the date of its registration or qualification;</text> </level> </level> <level label="6"> <text>Each county in this State where:</text> <level label="i"> <text>Each corporation, partnership, limited partnership, limited liability company, and business trust party to the articles has its principal office; and</text> </level> <level label="ii"> <text>Any of the parties in a consolidation or merger, other than the successor, owns an interest in land;</text> </level> </level> <level label="7"> <text>If the successor is a foreign corporation, foreign partnership, limited partnership, limited liability company, or a foreign business trust:</text> <level label="i"> <text>The location of its principal office in the place where it is organized; and</text> </level> <level label="ii"> <text>The name and address of its resident agent in the place where it is organized;</text> </level> </level> <level label="8"> <text>A statement that the terms and conditions of the transaction set forth in the articles were advised, authorized, and approved by each corporation, partnership, limited partnership, limited liability company, or business trust party to the articles in the manner and by the vote required by its charter, declaration of trust, or other governing document and the laws of the place where it is organized, and a statement of the manner of approval; and</text> </level> <level label="9"> <text>Every other provision necessary to effect the consolidation, merger, or share exchange.</text> </level> </level> <level label="c"> <text>In addition to the requirements of subsection (b) of this section, articles of consolidation shall include:</text> <level label="1"> <text>Every matter and fact required to be stated in articles of incorporation except the provisions about incorporators;</text> </level> <level label="2"> <text>As to each corporation party to the articles:</text> <level label="i"> <text>The total number of shares of stock of all classes which the corporation has authority to issue;</text> </level> <level label="ii"> <text>The number of shares of stock of each class;</text> </level> <level label="iii"> <text>The par value of the shares of stock of each class or a statement that the shares are without par value; and</text> </level> <level label="iv"> <text>If there are any shares of stock with par value, the aggregate par value of all the shares of all classes; and</text> </level> </level> <level label="3"> <text>The manner and basis of converting or exchanging issued stock of the consolidating corporations into different stock or other consideration, and the treatment of any issued stock of the consolidating corporations not to be converted or exchanged, any or all of which may be made dependent on facts ascertainable outside the articles of consolidation.</text> </level> </level> <level label="d"> <text>In addition to the requirements of subsection (b) of this section, articles of merger shall include:</text> <level label="1"> <level label="i"> <text>Any amendment to the charter, certificate of limited partnership, articles of organization, or declaration of trust of the successor to be effected as part of the merger; and</text> </level> <level label="ii"> <text>The restatement, if a restatement of the charter, the certificate of limited partnership, articles of organization, or declaration of trust of the successor is to be effected as a part of the merger;</text> </level> </level> <level label="2"> <text>As to each corporation party to the articles:</text> <level label="i"> <text>The total number of shares of stock of all classes or series which the corporation has authority to issue;</text> </level> <level label="ii"> <text>The number of shares of stock of each class or series;</text> </level> <level label="iii"> <text>The par value of the shares of stock of each class or series or a statement that the shares are without par value; and</text> </level> <level label="iv"> <text>If there are any shares of stock with par value, the aggregate par value of all the shares of all classes or series;</text> </level> </level> <level label="3"> <text>As to each business trust party to the articles:</text> <level label="i"> <text>The total number of shares of beneficial interest of all classes and series which the business trust has authority to issue; and</text> </level> <level label="ii"> <text>The number of shares of beneficial interest of each class and series;</text> </level> </level> <level label="4"> <text>If the charter or declaration of trust of the successor is amended in a manner which changes any of the information required by items (2) and (3) of this subsection, that information as it was both immediately before and as changed by the merger; and</text> </level> <level label="5"> <text>The manner and basis of converting or exchanging issued shares of stock of the merging corporations, outstanding partnership interest of the merging partnership or limited partnership, or shares of beneficial interest of the merging business trusts into different stock of a corporation, partnership interest of a partnership or limited partnership, outstanding membership interest of a limited liability company, shares of beneficial interest of a business trust, or other consideration, and the treatment of any issued shares of stock of the merging corporations, partnership interest of the merging partnership or limited partnerships, membership interest of the merging limited liability company, or shares of beneficial interest of the merging business trusts not to be converted or exchanged, any or all of which may be made dependent on facts ascertainable outside the articles of merger.</text> </level> </level> <level label="e"> <text>In addition to the requirements of subsection (b) of this section, articles of share exchange shall include:</text> <level label="1"> <text>As to the corporation the shares of which are to be acquired in the exchange:</text> <level label="i"> <text>The total number of shares of stock of all classes which the corporation has authority to issue;</text> </level> <level label="ii"> <text>The number of shares of stock of each class;</text> </level> <level label="iii"> <text>The par value of the shares of stock of each class or a statement that the shares are without par value; and</text> </level> <level label="iv"> <text>If there are any shares of stock with par value, the aggregate par value of all the shares of all classes; and</text> </level> </level> <level label="2"> <text>The manner and basis of exchanging the stock to be acquired for stock or other consideration to be issued or delivered by or on behalf of the successor, any or all of which may be made dependent on facts ascertainable outside the articles of share exchange.</text> </level> </level> <level label="f"> <text>Articles of consolidation, merger, or share exchange may provide:</text> <level label="1"> <text>The number and names of the directors or trustees of the successor, or of persons acting in similar positions, who will hold those positions as of the effective time of the consolidation, merger, or share exchange, if the persons serving in those positions will be changed in the consolidation, merger, or share exchange; and</text> </level> <level label="2"> <text>The titles and names of one or more officers of the successor, or of persons acting in similar positions, who will hold those positions as of the effective time of the consolidation, merger, or share exchange, if the persons serving in those positions will be changed in the consolidation, merger, or share exchange.</text> </level> </level> </section> <section article="gca" article_name="Corporations and Associations" number="3-110" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="1" subtitle_name="Consolidation, Merger, and Transfer of Assets"> <text>Articles of consolidation, merger, or share exchange shall be executed for each party to the articles in the manner required by Title 1 of this article.</text> </section> <section article="gca" article_name="Corporations and Associations" number="3-111" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="1" subtitle_name="Consolidation, Merger, and Transfer of Assets"> <level label="a"> <text>The Department shall prepare certificates of consolidation, merger, or share exchange, as the case may be, that specify:</text> <level label="1"> <text>The name of each party to the articles;</text> </level> <level label="2"> <text>The name of the successor and the location of its principal office in this State or, if it has none, its principal place of business; and</text> </level> <level label="3"> <text>The time the articles are accepted for record by the Department.</text> </level> </level> <level label="b"> <text>In addition to any other provision of law with respect to recording, the Department shall send one certificate each to the clerk of the circuit court for each county where the articles show that a merging corporation, partnership, limited partnership, limited liability company, or business trust other than the successor or a consolidating corporation owns an interest in land.</text> </level> <level label="c"> <text>On receipt of a certificate, a clerk promptly shall record it with the land records.</text> </level> </section> <section article="gca" article_name="Corporations and Associations" number="3-112" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="1" subtitle_name="Consolidation, Merger, and Transfer of Assets"> <level label="a"> <text>In order to keep the land assessment records current in each county, the Department shall require a corporation, limited partnership, limited liability company, or business trust to submit with the articles a property certificate for each county where a merging corporation, partnership, limited partnership, limited liability company, or business trust other than the successor or a consolidating corporation owns an interest in land.</text> </level> <level label="b"> <text>A property certificate is not required with respect to any property in which the only interest owned by the merging corporation, partnership, limited partnership, limited liability company, or business trust or by the consolidating corporation is a security interest.</text> </level> <level label="c"> <text>The property certificate shall be in the form and number of copies which the Department requires and may include the certificate of the Department required by § 3-111 of this subtitle.</text> </level> <level label="d"> <level label="1"> <text>The property certificate shall:</text> <level label="i"> <text>Provide a deed reference or other description sufficient to identify the property; and</text> </level> <level label="ii"> <text>State the actual consideration paid or to be paid for the property.</text> </level> </level> <level label="2"> <text>The Department shall indicate on the certificate the time the articles are accepted for record and send a copy of it to the chief assessor of the county where the property is located.</text> </level> </level> <level label="e"> <text>A transfer, vesting, or devolution of title to the property is not invalidated or otherwise affected by any error or defect in the property certificate, failure to file it, or failure of the Department to act on it.</text> </level> </section> <section article="gca" article_name="Corporations and Associations" number="3-113" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="1" subtitle_name="Consolidation, Merger, and Transfer of Assets"> <level label="a"> <text>If the successor in a consolidation or merger or the corporation the stock of which is to be acquired in a share exchange is a Maryland corporation, a consolidation, merger, or share exchange is effective as of the later of:</text> <level label="1"> <text>The time the Department accepts the articles of consolidation, merger, or share exchange for record; or</text> </level> <level label="2"> <text>The time established under the articles, not to exceed 30 days after the articles are accepted for record.</text> </level> </level> <level label="b"> <level label="1"> <text>If the successor in a consolidation or merger is a foreign corporation, a foreign business trust, a foreign limited partnership, a foreign limited liability company, or a foreign partnership, the consolidation or merger is effective as of the later of:</text> <level label="i"> <text>The time specified by the law of the place where the successor is organized; or</text> </level> <level label="ii"> <text>The time the Department accepts the articles of consolidation or merger for record.</text> </level> </level> <level label="2"> <text>A successor in a consolidation or merger shall file for record with the Department a certificate from the place where it is organized which certifies the date the articles of consolidation or merger were filed. However, the failure to file this certificate does not invalidate the consolidation or merger.</text> </level> </level> </section> <section article="gca" article_name="Corporations and Associations" number="3-114" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="1" subtitle_name="Consolidation, Merger, and Transfer of Assets"> <level label="a"> <text>Consummation of a consolidation or merger has the effects provided in this section.</text> </level> <level label="b"> <text>The separate existence of each corporation, partnership, limited partnership, limited liability company, or business trust party to the articles, except the successor, ceases.</text> </level> <level label="c"> <text>The shares of stock of each corporation party to the articles which are to be converted or exchanged under the terms of the articles cease to exist, subject to the rights of an objecting stockholder under Subtitle 2 of this title.</text> </level> <level label="d"> <text>In addition to any other purposes and powers set forth in the articles, if the articles provide, the successor has the purposes and powers of each corporation party to the articles.</text> </level> <level label="e"> <level label="1"> <text>The assets of each corporation, partnership, limited partnership, limited liability company, and business trust party to the articles, including any legacies which it would have been capable of taking, transfer to, vest in, and devolve on the successor without further act or deed.</text> </level> <level label="2"> <text>Confirmatory deeds, assignments, or similar instruments to evidence the transfer may be executed and delivered at any time in the name of the transferring corporation, partnership, limited partnership, limited liability company, and business trust:</text> <level label="i"> <text>By its last acting officers, general partners, authorized persons, or trustees; or</text> </level> <level label="ii"> <text>By the appropriate officers, general partners, authorized persons, or trustees of the successor.</text> </level> </level> </level> <level label="f"> <level label="1"> <text>The successor is liable for all the debts and obligations of each nonsurviving corporation, partnership, limited partnership, limited liability company, and business trust. An existing claim, action, or proceeding pending by or against any nonsurviving corporation, partnership, limited partnership, limited liability company, or business trust may be prosecuted to judgment as if the consolidation or merger had not taken place, or, on motion of the successor or any party, the successor may be substituted as a party and the judgment against the nonsurviving corporation, partnership, limited partnership, limited liability company, or business trust constitutes a lien on the property of the successor.</text> </level> <level label="2"> <text>A consolidation or merger does not impair the rights of creditors or any liens on the property of any corporation, partnership, limited partnership, limited liability company, or business trust party to the articles.</text> </level> </level> <level label="g"> <text>Unless the articles provide otherwise, until the first meeting of stockholders, the board of directors of a Maryland corporation formed by consolidation has full power to make, alter, and repeal bylaws which have the same status as bylaws adopted by the stockholders.</text> </level> </section> <section article="gca" article_name="Corporations and Associations" number="3-114.1" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="1" subtitle_name="Consolidation, Merger, and Transfer of Assets"> <text>On consummation of a share exchange, the stockholders of the corporation the stock of which is to be acquired are deemed to have exchanged their stock as provided by the articles, without further act, subject to the rights of an objecting stockholder under Subtitle 2 of this title.</text> </section> <section article="gca" article_name="Corporations and Associations" number="3-115" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="1" subtitle_name="Consolidation, Merger, and Transfer of Assets"> <level label="a"> <text>Consummation of a transfer of assets has the effects provided in this section.</text> </level> <level label="b"> <level label="1"> <text>The assets of the transferor, including any legacies which it would have been capable of taking, transfer to, vest in, and devolve on the successor to the extent provided in an agreement between the transferor and the successor.</text> </level> <level label="2"> <text>Deeds, assignments, or similar instruments to evidence the transfer may be executed and delivered at any time in the name of the transferor:</text> <level label="i"> <text>By its current officers; or</text> </level> <level label="ii"> <text>If the corporation no longer exists, by its last acting officers.</text> </level> </level> </level> <level label="c"> <level label="1"> <text>The successor is liable for all the debts and obligations of the transferor to the extent provided in an agreement between the transferor and the successor.</text> </level> <level label="2"> <text>A transfer of assets does not impair the rights of a creditor, including rights under the Commercial Law Article.</text> </level> </level> <level label="d"> <text>A transfer of assets by a corporation occurring before October 1, 2018, is not invalid solely because of a failure to file articles of transfer with the Department.</text> </level> </section> <section article="gca" article_name="Corporations and Associations" number="3-116" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="1" subtitle_name="Consolidation, Merger, and Transfer of Assets"> <text>A Maryland corporation which consolidates, merges, or transfers its assets waives all claim to any exemption from:</text> <level label="1"> <text>Taxation granted by its charter; and</text> </level> <level label="2"> <text>Repeal or modification of its charter.</text> </level> </section> <section article="gca" article_name="Corporations and Associations" number="3-117" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="1" subtitle_name="Consolidation, Merger, and Transfer of Assets"> <level label="a"> <text>In this section, “foreign corporation” means a foreign corporation as defined in § 1–101 of this article.</text> </level> <level label="b"> <text>If a foreign corporation which owns property, rights, privileges, franchises, or other assets located in this State is a party to a consolidation or merger in which another foreign corporation is the successor, the transfer to, vesting in, or devolution on the successor of the property, rights, privileges, franchises, or other assets of the nonsurviving foreign corporation is effective as provided by the laws of the places which govern the consolidation or merger.</text> </level> <level label="c"> <text>The successor shall file with the Department:</text> <level label="1"> <text>A property certificate under § 3–112 of this subtitle; and</text> </level> <level label="2"> <text>A certificate of its president, vice president, secretary, or assistant secretary which specifies:</text> <level label="i"> <text>Each county in this State where a foreign corporation party to the consolidation or merger, except the successor, owned an interest in land;</text> </level> <level label="ii"> <text>The name of each corporation party to the consolidation or merger;</text> </level> <level label="iii"> <text>The place under the laws of which each party was organized; and</text> </level> <level label="iv"> <text>The name of the successor.</text> </level> </level> </level> <level label="d"> <text>If a copy of the document effecting the consolidation or merger has not been filed with the Department as provided in Title 7 of this article, the successor shall file with the Department an officially certified copy of that document.</text> </level> <level label="e"> <text>When the Department receives the articles and any certificate of the successor, it shall prepare and file certificates of consolidation or merger in the manner provided for Maryland corporations. However, the certificate of consolidation or merger need not state the principal office in this State of any corporation which does not have a principal office, and the certificate shall include the other information specified in the certificate filed by the successor.</text> </level> </section> <section article="gca" article_name="Corporations and Associations" number="3-201" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="2" subtitle_name="Rights of Objecting Stockholders"> <level label="a"> <text>In this subtitle the following words have the meanings indicated.</text> </level> <level label="b"> <text>“Affiliate” has the meaning stated in § 3–601 of this title.</text> </level> <level label="c"> <text>“Associate” has the meaning stated in § 3–601 of this title.</text> </level> <level label="d"> <text>“Beneficial owner”, when used with respect to any voting stock, means a person that:</text> <level label="1"> <text>Individually or with any of its affiliates or associates, beneficially owns voting stock, directly or indirectly;</text> </level> <level label="2"> <text>Individually or with any of its affiliates or associates, has:</text> <level label="i"> <text>The right to acquire voting stock (whether the right is exercisable immediately or within 60 days after the date on which beneficial ownership is determined), in accordance with any agreement, arrangement, or understanding, on the exercise of conversion rights, exchange rights, warrants, or options, or otherwise; or</text> </level> <level label="ii"> <text>Except solely by virtue of a revocable proxy, the right to vote voting stock in accordance with any agreement, arrangement, or understanding; or</text> </level> </level> <level label="3"> <text>Except solely by virtue of a revocable proxy, has any agreement, arrangement, or understanding for the purpose of acquiring, holding, voting, or disposing of voting stock with any other person that beneficially owns, or the affiliates or associates of which beneficially own, directly or indirectly, the voting stock.</text> </level> </level> <level label="e"> <text>“Executive officer” means a corporation’s president, any vice president in charge of a principal business unit, division, or function, such as sales, administration, or finance, any other person who performs a policy making function for the corporation, or any executive officer of a subsidiary of the corporation who performs a policy making function for the corporation.</text> </level> <level label="f"> <level label="1"> <text>“Successor”, except when used with respect to a share exchange, includes a corporation which amends its charter in a way which alters the contract rights, as expressly set forth in the charter, of any outstanding stock, unless the right to do so is reserved by the charter of the corporation.</text> </level> <level label="2"> <text>“Successor”, when used with respect to a share exchange, means the corporation the stock of which was acquired in the share exchange.</text> </level> </level> <level label="g"> <text>“Voting stock” has the meaning stated in § 3–601 of this title.</text> </level> </section> <section article="gca" article_name="Corporations and Associations" number="3-202" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="2" subtitle_name="Rights of Objecting Stockholders"> <level label="a"> <text>Except as provided in subsection (c) of this section, a stockholder of a Maryland corporation has the right to demand and receive payment of the fair value of the stockholder’s stock from the successor if:</text> <level label="1"> <text>The corporation consolidates or merges with another corporation;</text> </level> <level label="2"> <text>The stockholder’s stock is to be acquired in a share exchange;</text> </level> <level label="3"> <text>The corporation transfers its assets in a manner requiring action under § 3–105(e) of this title;</text> </level> <level label="4"> <text>The corporation amends its charter in a way which alters the contract rights, as expressly set forth in the charter, of any outstanding stock and substantially adversely affects the stockholder’s rights, unless the right to do so is reserved by the charter of the corporation;</text> </level> <level label="5"> <text>The transaction is governed by § 3–602 of this title or exempted by § 3–603(b) of this title; or</text> </level> <level label="6"> <text>The corporation is converted in accordance with § 3–901 of this title.</text> </level> </level> <level label="b"> <level label="1"> <text>Fair value is determined as of the close of business:</text> <level label="i"> <text>With respect to a merger under § 3–106 or § 3–106.1 of this title, on the day notice is given or waived under § 3–106 or § 3–106.1 of this title; or</text> </level> <level label="ii"> <text>With respect to any other transaction, on the day the stockholders voted on the transaction objected to.</text> </level> </level> <level label="2"> <text>Except as provided in paragraph (3) of this subsection, fair value may not include any appreciation or depreciation which directly or indirectly results from the transaction objected to or from its proposal.</text> </level> <level label="3"> <text>In any transaction governed by § 3–602 of this title or exempted by § 3–603(b) of this title, fair value shall be value determined in accordance with the requirements of § 3–603(b) of this title.</text> </level> </level> <level label="c"> <text>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 the stockholder’s stock and is bound by the terms of the transaction if:</text> <level label="1"> <text>Except as provided in subsection (d) of this section, any shares of the class or series of the stock are listed on a national securities exchange:</text> <level label="i"> <text>With respect to a merger under § 3–106 or § 3–106.1 of this title, on the date notice is given or waived under § 3–106 or § 3–106.1 of this title; or</text> </level> <level label="ii"> <text>With respect to any other transaction, on the record date for determining stockholders entitled to vote on the transaction objected to;</text> </level> </level> <level label="2"> <text>The stock is that of the successor in a merger, unless:</text> <level label="i"> <text>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</text> </level> <level label="ii"> <text>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;</text> </level> </level> <level label="3"> <text>The stock is not entitled, other than solely because of § 3–106 or § 3–106.1 of this title, 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;</text> </level> <level label="4"> <text>The charter provides that the holders of the stock are not entitled to exercise the rights of an objecting stockholder under this subtitle; or</text> </level> <level label="5"> <text>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.</text> </level> </level> <level label="d"> <text>With respect to a merger, consolidation, or share exchange, a stockholder of a Maryland corporation who otherwise would be bound by the terms of the transaction under subsection (c)(1) of this section may demand the fair value of the stockholder’s stock if:</text> <level label="1"> <text>In the transaction, stock of the corporation is required to be converted into or exchanged for anything of value except:</text> <level label="i"> <text>Stock of the corporation surviving or resulting from the merger, consolidation, or share exchange, stock of any other corporation, or depositary receipts for any stock described in this item;</text> </level> <level label="ii"> <text>Cash in lieu of fractional shares of stock or fractional depositary receipts described in item (i) of this item; or</text> </level> <level label="iii"> <text>Any combination of the stock, depositary receipts, and cash in lieu of fractional shares or fractional depositary receipts described in items (i) and (ii) of this item;</text> </level> </level> <level label="2"> <text>The directors and executive officers of the corporation were the beneficial owners, in the aggregate, of 5 percent or more of the outstanding voting stock of the corporation at any time within the 1–year period ending on:</text> <level label="i"> <text>The day the stockholders voted on the transaction objected to; or</text> </level> <level label="ii"> <text>With respect to a merger under § 3–106 or § 3–106.1 of this title, the effective date of the merger; and</text> </level> </level> <level label="3"> <text>Unless the stock is held in accordance with a compensatory plan or arrangement approved by the board of directors of the corporation and the treatment of the stock in the transaction is approved by the board of directors of the corporation, any stock held by persons described in item (2) of this subsection, as part of or in connection with the transaction and within the 1–year period described in item (2) of this subsection, will be or was converted into or exchanged for stock of a person, or an affiliate of a person, who is a party to the transaction on terms that are not available to all holders of stock of the same class or series.</text> </level> </level> <level label="e"> <text>If directors or executive officers of the corporation are beneficial owners of stock in accordance with § 3–201(d)(2)(i) of this subtitle, the stock is considered outstanding for purposes of determining beneficial ownership by a person under subsection (d)(2) of this section.</text> </level> </section> <section article="gca" article_name="Corporations and Associations" number="3-203" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="2" subtitle_name="Rights of Objecting Stockholders"> <level label="a"> <text>A stockholder of a corporation who desires to receive payment of the fair value of the stockholder’s stock under this subtitle:</text> <level label="1"> <text>Shall file with the corporation a written objection to the proposed transaction:</text> <level label="i"> <text>With respect to a merger under § 3–106 or § 3–106.1 of this title, within 30 days after notice is given or waived under § 3–106 or § 3–106.1 of this title; or</text> </level> <level label="ii"> <text>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;</text> </level> </level> <level label="2"> <text>May not vote in favor of the transaction; and</text> </level> <level label="3"> <text>Shall make a written demand on the successor for payment for the stockholder’s stock, stating the number and class of shares for which the stockholder demands payment:</text> <level label="i"> <text>Within 20 days after the Department accepts the articles for record; or</text> </level> <level label="ii"> <text>Within 20 days after consummation of the transfer or transaction with respect to:</text> <level label="1"> <text>A transfer of assets in a manner requiring stockholder approval under § 3–105 of this title; or</text> </level> <level label="2"> <text>A transaction that is governed by § 3–603(b) of this title or exempted by § 3–603(b) of this title, for which no articles are required to be filed with the Department.</text> </level> </level> </level> </level> <level label="b"> <text>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.</text> </level> </section> <section article="gca" article_name="Corporations and Associations" number="3-204" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="2" subtitle_name="Rights of Objecting Stockholders"> <text>A stockholder who demands payment for his stock under this subtitle:</text> <level label="1"> <text>Has no right to receive any dividends or distributions payable to holders of record of that stock on a record date after the close of business on the day as at which fair value is to be determined under § 3-202 of this subtitle; and</text> </level> <level label="2"> <text>Ceases to have any rights of a stockholder with respect to that stock, except the right to receive payment of its fair value.</text> </level> </section> <section article="gca" article_name="Corporations and Associations" number="3-205" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="2" subtitle_name="Rights of Objecting Stockholders"> <text>A demand for payment may be withdrawn only with the consent of the successor.</text> </section> <section article="gca" article_name="Corporations and Associations" number="3-206" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="2" subtitle_name="Rights of Objecting Stockholders"> <level label="a"> <text>The rights of a stockholder who demands payment are restored in full, if:</text> <level label="1"> <text>The demand for payment is withdrawn;</text> </level> <level label="2"> <text>A petition for an appraisal is not filed within the time required by this subtitle;</text> </level> <level label="3"> <text>A court determines that the stockholder is not entitled to relief; or</text> </level> <level label="4"> <text>The transaction objected to is abandoned or rescinded.</text> </level> </level> <level label="b"> <text>The restoration of a stockholder’s rights entitles him to receive the dividends, distributions, and other rights he would have received if he had not demanded payment for his stock. However, the restoration does not prejudice any corporate proceedings taken before the restoration.</text> </level> </section> <section article="gca" article_name="Corporations and Associations" number="3-207" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="2" subtitle_name="Rights of Objecting Stockholders"> <level label="a"> <level label="1"> <text>The successor promptly shall notify each objecting stockholder in writing of the date the articles are accepted for record by the Department.</text> </level> <level label="2"> <text>The successor also may send a written offer to pay the objecting stockholder what it considers to be the fair value of his stock. Each offer shall be accompanied by the following information relating to the corporation which issued the stock:</text> <level label="i"> <text>A balance sheet as of a date not more than six months before the date of the offer;</text> </level> <level label="ii"> <text>A profit and loss statement for the 12 months ending on the date of the balance sheet; and</text> </level> <level label="iii"> <text>Any other information the successor considers pertinent.</text> </level> </level> </level> <level label="b"> <text>The successor shall deliver the notice and offer to each objecting stockholder personally or mail them to him by certified mail, return receipt requested, bearing a postmark from the United States Postal Service, at the address he gives the successor in writing, or, if none, at his address as it appears on the records of the corporation which issued the stock.</text> </level> </section> <section article="gca" article_name="Corporations and Associations" number="3-208" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="2" subtitle_name="Rights of Objecting Stockholders"> <level label="a"> <text>Within 50 days after the Department accepts the articles for record, the successor or an objecting stockholder who has not received payment for his stock may petition a court of equity in the county where the principal office of the successor is located or, if it does not have a principal office in this State, where the resident agent of the successor is located, for an appraisal to determine the fair value of the stock.</text> </level> <level label="b"> <level label="1"> <text>If more than one appraisal proceeding is instituted, the court shall direct the consolidation of all the proceedings on terms and conditions it considers proper.</text> </level> <level label="2"> <text>Two or more objecting stockholders may join or be joined in an appraisal proceeding.</text> </level> </level> </section> <section article="gca" article_name="Corporations and Associations" number="3-209" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="2" subtitle_name="Rights of Objecting Stockholders"> <level label="a"> <text>At any time after a petition for appraisal is filed, the court may require the objecting stockholders parties to the proceeding to submit their stock certificates to the clerk of the court for notation on them that the appraisal proceeding is pending. If a stockholder fails to comply with the order, the court may dismiss the proceeding as to him or grant other appropriate relief.</text> </level> <level label="b"> <text>If any stock represented by a certificate which bears a notation is subsequently transferred, the new certificate issued for the stock shall bear a similar notation and the name of the original objecting stockholder. The transferee of this stock does not acquire rights of any character with respect to the stock other than the rights of the original objecting stockholder.</text> </level> </section> <section article="gca" article_name="Corporations and Associations" number="3-210" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="2" subtitle_name="Rights of Objecting Stockholders"> <level label="a"> <text>If the court finds that the objecting stockholder is entitled to an appraisal of his stock, it shall appoint three disinterested appraisers to determine the fair value of the stock on terms and conditions the court considers proper. Each appraiser shall take an oath to discharge his duties honestly and faithfully.</text> </level> <level label="b"> <text>Within 60 days after their appointment, unless the court sets a longer time, the appraisers shall determine the fair value of the stock as of the appropriate date and file a report stating the conclusion of the majority as to the fair value of the stock.</text> </level> <level label="c"> <text>The report shall state the reasons for the conclusion and shall include a transcript of all testimony and exhibits offered.</text> </level> <level label="d"> <level label="1"> <text>On the same day that the report is filed, the appraisers shall mail a copy of it to each party to the proceedings.</text> </level> <level label="2"> <text>Within 15 days after the report is filed, any party may object to it and request a hearing.</text> </level> </level> </section> <section article="gca" article_name="Corporations and Associations" number="3-211" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="2" subtitle_name="Rights of Objecting Stockholders"> <level label="a"> <text>The court shall consider the report and, on motion of any party to the proceeding, enter an order which:</text> <level label="1"> <text>Confirms, modifies, or rejects it; and</text> </level> <level label="2"> <text>If appropriate, sets the time for payment to the stockholder.</text> </level> </level> <level label="b"> <level label="1"> <text>If the appraisers’ report is confirmed or modified by the order, judgment shall be entered against the successor and in favor of each objecting stockholder party to the proceeding for the appraised fair value of his stock.</text> </level> <level label="2"> <text>If the appraisers’ report is rejected, the court may:</text> <level label="i"> <text>Determine the fair value of the stock and enter judgment for the stockholder; or</text> </level> <level label="ii"> <text>Remit the proceedings to the same or other appraisers on terms and conditions it considers proper.</text> </level> </level> </level> <level label="c"> <level label="1"> <text>Except as provided in paragraph (2) of this subsection, a judgment for the stockholder shall award the value of the stock and interest from the date as at which fair value is to be determined under § 3-202 of this subtitle.</text> </level> <level label="2"> <text>The court may not allow interest if it finds that the failure of the stockholder to accept an offer for the stock made under § 3-207 of this subtitle was arbitrary and vexatious or not in good faith. In making this finding, the court shall consider:</text> <level label="i"> <text>The price which the successor offered for the stock;</text> </level> <level label="ii"> <text>The financial statements and other information furnished to the stockholder; and</text> </level> <level label="iii"> <text>Any other circumstances it considers relevant.</text> </level> </level> </level> <level label="d"> <level label="1"> <text>The costs of the proceedings, including reasonable compensation and expenses of the appraisers, shall be set by the court and assessed against the successor. However, the court may direct the costs to be apportioned and assessed against any objecting stockholder if the court finds that the failure of the stockholder to accept an offer for the stock made under § 3-207 of this subtitle was arbitrary and vexatious or not in good faith. In making this finding, the court shall consider:</text> <level label="i"> <text>The price which the successor offered for the stock;</text> </level> <level label="ii"> <text>The financial statements and other information furnished to the stockholder; and</text> </level> <level label="iii"> <text>Any other circumstances it considers relevant.</text> </level> </level> <level label="2"> <text>Costs may not include attorney’s fees or expenses. The reasonable fees and expenses of experts may be included only if:</text> <level label="i"> <text>The successor did not make an offer for the stock under § 3-207 of this subtitle; or</text> </level> <level label="ii"> <text>The value of the stock determined in the proceeding materially exceeds the amount offered by the successor.</text> </level> </level> </level> <level label="e"> <text>The judgment is final and conclusive on all parties and has the same force and effect as other decrees in equity. The judgment constitutes a lien on the assets of the successor with priority over any mortgage or other lien attaching on or after the effective date of the consolidation, merger, transfer, or charter amendment.</text> </level> </section> <section article="gca" article_name="Corporations and Associations" number="3-212" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="2" subtitle_name="Rights of Objecting Stockholders"> <text>The successor is not required to pay for the stock of an objecting stockholder or to pay a judgment rendered against it in a proceeding for an appraisal unless, simultaneously with payment:</text> <level label="1"> <text>The certificates representing the stock are surrendered to it, indorsed in blank, and in proper form for transfer; or</text> </level> <level label="2"> <text>Satisfactory evidence of the loss or destruction of the certificates and sufficient indemnity bond are furnished.</text> </level> </section> <section article="gca" article_name="Corporations and Associations" number="3-213" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="2" subtitle_name="Rights of Objecting Stockholders"> <level label="a"> <text>A successor which acquires the stock of an objecting stockholder is entitled to any dividends or distributions payable to holders of record of that stock on a record date after the close of business on the day as at which fair value is to be determined under § 3-202 of this subtitle.</text> </level> <level label="b"> <text>After acquiring the stock of an objecting stockholder, a successor in a transfer of assets may exercise all the rights of an owner of the stock.</text> </level> <level label="c"> <text>Unless the articles provide otherwise, stock in the successor of a consolidation, merger, or share exchange otherwise deliverable in exchange for the stock of an objecting stockholder has the status of authorized but unissued stock of the successor. However, a proceeding for reduction of the capital of the successor is not necessary to retire the stock or to reduce the capital of the successor represented by the stock.</text> </level> </section> <section article="gca" article_name="Corporations and Associations" number="3-301" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="3" subtitle_name="Partial Liquidation and Reorganization"> <level label="a"> <level label="1"> <text>Subject to subsection (b) of this section, if a final order for relief has been entered or is otherwise effective under federal bankruptcy law and is binding on the stockholders of a corporation, the board of directors of the corporation, the trustee appointed by the bankruptcy court, or the receiver appointed by the bankruptcy court, as the case may be, may amend the charter, amend the bylaws, transfer assets, dissolve the corporation, or take any other action necessary to carry out the order without any action by the stockholders.</text> </level> <level label="2"> <text>If the final order authorizes a trustee or a receiver to take action, the trustee or the receiver may take the action without the approval of the board of directors.</text> </level> </level> <level label="b"> <level label="1"> <text>On the entry of a final decree in the bankruptcy proceeding closing a case and discharging the trustee or the receiver, subsection (a) of this section shall no longer apply to the corporation.</text> </level> <level label="2"> <text>The closing of the case and discharge of the trustee or the receiver may not affect the validity of any act taken prior to the closing and discharge under subsection (a) of this section.</text> </level> </level> <level label="c"> <text>If a charter document is required to be filed with the Department to carry out a transaction under subsection (a) of this section, it shall state:</text> <level label="1"> <text>That the transaction was carried out under the final order of a bankruptcy court having jurisdiction;</text> </level> <level label="2"> <text>The name of the court and the caption and docket number of the proceedings; and</text> </level> <level label="3"> <text>That the transaction was approved by the board of directors, the trustee, or the receiver, as the case may be.</text> </level> </level> <level label="d"> <text>If the action is taken by a trustee or receiver, he may sign and acknowledge the charter document for the corporation, and no other execution, acknowledgment, or affidavit on behalf of the corporation is required.</text> </level> </section> <section article="gca" article_name="Corporations and Associations" number="3-302" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="3" subtitle_name="Partial Liquidation and Reorganization"> <level label="a"> <text>If the property and franchises of a Maryland corporation are sold under a court order or under a mortgage or deed of trust, a Maryland corporation organized for the purpose of continuing the operations of the original corporation may acquire the property or franchises.</text> </level> <level label="b"> <text>With respect to this property, the purchasing corporation has the same rights, privileges, and franchises and is subject to the same limitations, restrictions, and liabilities with respect to the exercise of these rights, privileges, or franchises as the original corporation.</text> </level> </section> <section article="gca" article_name="Corporations and Associations" number="3-401" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="4" subtitle_name="Dissolution"> <text>A corporation having capital stock may be dissolved as provided in this subtitle.</text> </section> <section article="gca" article_name="Corporations and Associations" number="3-402" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="4" subtitle_name="Dissolution"> <level label="a"> <text>If there is no stock entitled to be voted on the dissolution either outstanding or subscribed for, the dissolution shall be approved as provided in this section.</text> </level> <level label="b"> <text>If the action is taken before the organization meeting of the board of directors, the dissolution shall be approved by resolution of a majority of the incorporators.</text> </level> <level label="c"> <text>If the action is taken after the organization meeting of the board of directors, the dissolution shall be approved by resolution of a majority of the entire board of directors.</text> </level> </section> <section article="gca" article_name="Corporations and Associations" number="3-403" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="4" subtitle_name="Dissolution"> <level label="a"> <text>If there is any stock entitled to be voted on the dissolution either outstanding or subscribed for, the dissolution shall be approved as provided in this section.</text> </level> <level label="b"> <text>A dissolution of a Maryland corporation registered as an open–end investment company under the Investment Company Act of 1940 shall be approved by a majority of the entire board of directors and in the manner and by the vote required under the Investment Company Act of 1940.</text> </level> <level label="c"> <text>Except as provided in § 2–112 of this article and subsection (b) of this section, a majority of the entire board of directors of a corporation proposing to dissolve shall:</text> <level label="1"> <text>Adopt a resolution which declares that dissolution of the corporation is advisable; and</text> </level> <level label="2"> <text>Direct that the proposed dissolution be submitted for consideration at either an annual or a special meeting of the stockholders.</text> </level> </level> <level label="d"> <text>Notice which states that a purpose of the meeting will be to act on the proposed dissolution shall be given by the corporation in the manner required by Title 2 of this article to each stockholder entitled to vote on the proposed dissolution.</text> </level> <level label="e"> <text>Except as provided in subsection (b) of this section, the proposed dissolution shall be approved by the stockholders of the corporation by the affirmative vote of two–thirds of all the votes entitled to be cast on the matter.</text> </level> </section> <section article="gca" article_name="Corporations and Associations" number="3-404" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="4" subtitle_name="Dissolution"> <text>Not less than 20 days prior to the filing of articles of dissolution with the Department, the corporation shall mail notice that dissolution of the corporation has been approved to all its known creditors at their addresses as shown on the records of the corporation and to its employees, either at their home addresses as shown on the records of the corporation, or at their business addresses.</text> </section> <section article="gca" article_name="Corporations and Associations" number="3-405" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="4" subtitle_name="Dissolution"> <level label="a"> <text>At any time before articles of dissolution are accepted for record by the Department, the corporation may abandon or rescind the dissolution by following the same procedure required for its approval.</text> </level> <level label="b"> <text>Within 30 days after the date of the abandonment or rescission, the corporation shall mail notice of it to every creditor to whom notice of approval of the dissolution was mailed.</text> </level> </section> <section article="gca" article_name="Corporations and Associations" number="3-406" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="4" subtitle_name="Dissolution"> <level label="a"> <text>In the case of voluntary dissolution, the articles of dissolution shall include:</text> <level label="1"> <text>The name of the corporation and the address of its principal office;</text> </level> <level label="2"> <text>The name and address of a resident agent of the corporation who shall serve for one year after dissolution and until the affairs of the corporation are wound up;</text> </level> <level label="3"> <text>The name and address of each director of the corporation;</text> </level> <level label="4"> <text>The name, title, and address of each officer of the corporation;</text> </level> <level label="5"> <text>A statement that dissolution of the corporation was approved in the manner and by the vote required by law and by the charter of the corporation, and a statement of the manner of approval;</text> </level> <level label="6"> <text>A statement that notice of the approved dissolution was mailed to all known creditors of the corporation and the date of the mailing, or a statement that the corporation has no known creditors;</text> </level> <level label="7"> <text>All other provisions which the corporation considers necessary to dissolve; and</text> </level> <level label="8"> <text>A statement that the corporation is dissolved.</text> </level> </level> <level label="b"> <level label="1"> <text>If the dissolution is authorized under § 3-402 of this subtitle, a majority of the incorporators or a majority of the entire board of directors, as the case may be, shall execute articles of dissolution for the corporation in the manner required by Title 1 of this article.</text> </level> <level label="2"> <text>In all other cases, articles of dissolution shall be executed by the persons and in the manner required by Title 1 of this article.</text> </level> </level> </section> <section article="gca" article_name="Corporations and Associations" number="3-407" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="4" subtitle_name="Dissolution"> <level label="a"> <text>The corporation shall file articles of dissolution for record with the Department:</text> <level label="1"> <text>If there are any known creditors of the corporation, after the 19th day following the mailing of notice to them; or</text> </level> <level label="2"> <text>If there are no known creditors, at any time.</text> </level> </level> <level label="b"> <text>On written request of the corporation, the Department shall furnish without charge a list of all collectors of taxes of counties and municipalities to which the Department has certified an assessment of personal property taxable to the corporation within the preceding four years.</text> </level> </section> <section article="gca" article_name="Corporations and Associations" number="3-408" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="4" subtitle_name="Dissolution"> <level label="a"> <text>Except as provided in subsection (b) of this section, the corporation is dissolved on the later of:</text> <level label="1"> <text>The time the Department accepts the articles of dissolution for record; or</text> </level> <level label="2"> <text>The time established under the articles, not to exceed 30 days after the articles are accepted for record.</text> </level> </level> <level label="b"> <text>The corporation continues to exist for the purpose of paying, satisfying, and discharging any existing debts or obligations, collecting and distributing its assets, and doing all other acts required to liquidate and wind up its business and affairs.</text> </level> </section> <section article="gca" article_name="Corporations and Associations" number="3-410" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="4" subtitle_name="Dissolution"> <level label="a"> <text>When a Maryland corporation is voluntarily dissolved, until a court appoints a receiver, the business and affairs of the corporation shall be managed under the direction of the board of directors solely for the purpose set forth in § 3-408(b) of this subtitle.</text> </level> <level label="b"> <text>On behalf of the corporation, the directors shall:</text> <level label="1"> <text>Collect and distribute the assets, applying them to the payment, satisfaction, and discharge of existing debts and obligations of the corporation, including necessary expenses of liquidation; and</text> </level> <level label="2"> <text>Distribute the remaining assets among the stockholders.</text> </level> </level> <level label="c"> <text>The directors may:</text> <level label="1"> <text>Carry out the contracts of the corporation;</text> </level> <level label="2"> <text>Sell all or any part of the assets of the corporation at public or private sale;</text> </level> <level label="3"> <text>Sue or be sued in the name of the corporation; and</text> </level> <level label="4"> <text>Do all other acts consistent with law and the charter of the corporation necessary or proper to liquidate the corporation and wind up its affairs.</text> </level> </level> <level label="d"> <text>Dissolution of a corporation does not subject the directors of a corporation to a standard of conduct other than the standards of conduct for directors set forth in § 2-405.1 of this article.</text> </level> </section> <section article="gca" article_name="Corporations and Associations" number="3-411" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="4" subtitle_name="Dissolution"> <level label="a"> <text>A director, stockholder, or creditor of a Maryland corporation which is dissolving voluntarily may petition a court of equity to take jurisdiction of the liquidation of the corporation.</text> </level> <level label="b"> <text>After notice and hearing, the court for good cause shown may order the corporation liquidated under court supervision either by the directors or by one or more receivers appointed by the court.</text> </level> <level label="c"> <text>The authority of the directors terminates when a court appoints a receiver.</text> </level> </section> <section article="gca" article_name="Corporations and Associations" number="3-412" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="4" subtitle_name="Dissolution"> <level label="a"> <text>If a Maryland corporation is voluntarily dissolved and assets are available for distribution to stockholders, the directors or receiver may notify the stockholders to prove their interests within a specified time at least 60 days after the date of the notice. The notice shall be mailed to each stockholder at his address as it appears on the records of the corporation and published at least once a week for three successive weeks in a newspaper of general circulation published in the county in which the principal office of the corporation is located. The date of the notice is the later of the date of mailing or the date of first publication.</text> </level> <level label="b"> <text>After the expiration of the time specified in the notice, the directors or receiver may distribute to each stockholder who has proved his interest his proportionate share of the assets, reserving the shares of those who have not proved their interests. Thereafter, the directors or receiver may incur reasonable expenses in locating the remaining stockholders and securing proof of interests from them and may charge the expenses against the funds undistributed at the time the expenses are incurred. From time to time the directors or receiver may distribute a proportionate share to any stockholder who has proved his interest since the prior distribution.</text> </level> <level label="c"> <text>No earlier than three years from the date of the original notice, the directors or receiver may distribute all surplus assets remaining under his control to those stockholders who have proved their interests and are entitled to distribution. After final distribution, the interest of any stockholder who has not proved his interest is forever barred and foreclosed.</text> </level> <level label="d"> <level label="1"> <text>Any assets remaining unclaimed 60 days after the final distribution, whether through failure or inability of the postal authorities to deliver the distribution checks or for any other reason is presumed abandoned and shall be reported to the abandoned property unit of the State Comptroller’s office in accordance with Title 17 of the Commercial Law Article, the Maryland Uniform Disposition of Abandoned Property Act.</text> </level> <level label="2"> <text>The directors or receiver are released and discharged from all further liability in the matter on payment or delivery of all unclaimed assets to the abandoned property unit of the State Comptroller’s office.</text> </level> </level> </section> <section article="gca" article_name="Corporations and Associations" number="3-413" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="4" subtitle_name="Dissolution"> <level label="a"> <text>Except as provided in subsection (d) of this section, stockholders entitled to cast at least 25 percent of all the votes entitled to be cast in the election of directors of a corporation may petition a court of equity to dissolve the corporation on grounds that:</text> <level label="1"> <text>The directors are so divided respecting the management of the corporation’s affairs that the votes required for action by the board cannot be obtained; or</text> </level> <level label="2"> <text>The stockholders are so divided that directors cannot be elected.</text> </level> </level> <level label="b"> <text>Except as provided in subsection (d) of this section, any stockholder entitled to vote in the election of directors of a corporation may petition a court of equity to dissolve the corporation on grounds that:</text> <level label="1"> <text>The stockholders are so divided that they have failed, for a period which includes at least two consecutive annual meeting dates, to elect successors to directors whose terms would have expired on the election and qualification of their successors; or</text> </level> <level label="2"> <text>The acts of the directors or those in control of the corporation are illegal, oppressive, or fraudulent.</text> </level> </level> <level label="c"> <text>Any stockholder or creditor of a corporation other than a railroad corporation may petition a court of equity to dissolve the corporation on grounds that it is unable to meet its debts as they mature in the ordinary course of its business.</text> </level> <level label="d"> <text>Subsections (a)(2) and (b)(1) of this section do not apply to any corporation that has a class of equity securities registered under the federal Securities Exchange Act of 1934.</text> </level> </section> <section article="gca" article_name="Corporations and Associations" number="3-414" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="4" subtitle_name="Dissolution"> <level label="a"> <text>This section applies to any proceeding for involuntary dissolution of a corporation, except one brought under § 3-413(c) of this subtitle on grounds of insolvency.</text> </level> <level label="b"> <text>In a proceeding for the involuntary dissolution of a corporation, after notice and hearing, the court:</text> <level label="1"> <text>May appoint one or more temporary receivers or trustees to take charge of the assets and operate the business of the corporation, if necessary or proper to preserve them, pending a final determination as to dissolution; and</text> </level> <level label="2"> <text>Shall determine whether the corporation should be dissolved.</text> </level> </level> <level label="c"> <text>If it appears that the corporation should be dissolved, the court shall enter a final order dissolving the corporation, and direct that it be liquidated under court supervision by one or more receivers appointed by it.</text> </level> <level label="d"> <text>A receiver, temporary receiver, or trustee has all the powers of a receiver provided in this subtitle and any other powers provided in the order of the court, including the power to continue the corporate business.</text> </level> <level label="e"> <text>If it orders dissolution, the court may provide by order:</text> <level label="1"> <text>For the distribution in kind of the assets of the corporation to the stockholders; or</text> </level> <level label="2"> <text>For some stockholders to receive assets of a different nature than other stockholders having the same type of interest.</text> </level> </level> </section> <section article="gca" article_name="Corporations and Associations" number="3-415" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="4" subtitle_name="Dissolution"> <level label="a"> <text>In a proceeding for involuntary dissolution brought under § 3-413(c) of this subtitle on grounds of insolvency, the court may declare the corporation dissolved if the corporation is proved or has been determined by judicial proceedings to be unable to meet its debts as they mature in the usual course of its business.</text> </level> <level label="b"> <text>If the court orders the corporation dissolved, the court shall direct that the corporation be liquidated under court supervision by one or more receivers appointed by it.</text> </level> </section> <section article="gca" article_name="Corporations and Associations" number="3-416" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="4" subtitle_name="Dissolution"> <text>Except as provided in § 24–203 of the Commercial Law Article, the court may appoint any person as receiver, including an officer, director, or stockholder of the corporation.</text> </section> <section article="gca" article_name="Corporations and Associations" number="3-417" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="4" subtitle_name="Dissolution"> <level label="a"> <text>If a court declares a corporation dissolved, the order shall direct the clerk of the court to certify promptly to the Department that the order has been entered. If the order is later annulled, the order of annulment shall contain a similar direction.</text> </level> <level label="b"> <text>On notice from the counsel of record of a party seeking dissolution that the entry of an order of dissolution will be requested, the Department shall furnish to the counsel, without charge, a list of all collectors of taxes of counties and municipalities to which the Department has certified an assessment of personal property taxable to the corporation within the preceding four years.</text> </level> <level label="c"> <level label="1"> <text>The court may not enter an order dissolving a corporation unless the counsel of record certifies that at least 20 days before the order is entered he notified, by certified mail, return receipt requested, the Comptroller, the Department, the Secretary of Labor, and the collector of taxes in each county or municipality on the list supplied by the Department, that entry of the order would be requested.</text> </level> <level label="2"> <text>The list shall accompany the certificate of counsel and shall be dated not more than 90 days before entry of the order.</text> </level> </level> </section> <section article="gca" article_name="Corporations and Associations" number="3-418" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="4" subtitle_name="Dissolution"> <level label="a"> <text>The receiver of a Maryland corporation being voluntarily or involuntarily dissolved is vested with full title to all the assets of the corporation and has full power to enforce obligations or liabilities in its favor. He shall liquidate the assets of the corporation and wind up its affairs under the supervision of the court and has all powers necessary for that purpose.</text> </level> <level label="b"> <level label="1"> <text>Any preference, payment, or transfer made by the corporation which would be void, voidable, or fraudulent under State law or the federal Bankruptcy Code if made by an insolvent or bankrupt is to the same extent void, voidable, or fraudulent, respectively, as to the corporation, and the receiver has the powers of a trustee in bankruptcy with respect to setting them aside.</text> </level> <level label="2"> <text>For the purpose of this subsection, the date of filing a petition for appointment of a receiver has the same effect as the date of filing a petition in bankruptcy.</text> </level> </level> <level label="c"> <text>If assets of a corporation are sold to foreclose a mortgage, deed of trust, security interest, or similar instrument:</text> <level label="1"> <text>The receiver may sell only the corporation’s equity of redemption in the assets, unless the other parties in interest agree otherwise in writing; and</text> </level> <level label="2"> <text>If the other parties do not agree otherwise in writing, the sale may take place as if the proceedings for dissolution had not been instituted.</text> </level> </level> </section> <section article="gca" article_name="Corporations and Associations" number="3-419" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="4" subtitle_name="Dissolution"> <level label="a"> <text>The voluntary or involuntary dissolution of a corporation does not relieve its stockholders, directors, or officers from any obligation or liability imposed on them by law.</text> </level> <level label="b"> <text>At any time before final ratification of the auditor’s account distributing the assets of the corporation among its creditors and stockholders, any stockholder of a corporation dissolved by the order of a court may plead on behalf of the corporation all defenses, including limitations or laches, in the same manner as could the corporation or its receiver.</text> </level> </section> <section article="gca" article_name="Corporations and Associations" number="3-501" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="5" subtitle_name="Extension, Forfeiture, and Revival of Charter"> <level label="a"> <text>If the period of existence of a corporation has expired under the terms of its charter and if the corporation has been in continuous operation since before the date of expiration, the corporation, at any time within three years after the date of expiration, may reinstate its charter and extend its existence for an additional period or in perpetuity, by filing articles of extension as provided in this section.</text> </level> <level label="b"> <text>The board of directors of a corporation proposing to reinstate its charter and extend its existence shall:</text> <level label="1"> <text>Adopt a resolution which declares that the reinstatement and extension are advisable; and</text> </level> <level label="2"> <text>Direct that the proposed reinstatement and extension be submitted for consideration at either an annual or a special meeting of the stockholders.</text> </level> </level> <level label="c"> <text>Notice which states that a purpose of the meeting will be to act on the proposed reinstatement and extension shall be given by the corporation in the manner required by Title 2 of this article to:</text> <level label="1"> <text>Each stockholder entitled to vote on the proposed reinstatement and extension; and</text> </level> <level label="2"> <text>Each stockholder not entitled to vote if the contract rights of his stock, as expressly set forth in the charter, would be altered by the reinstatement and extension.</text> </level> </level> <level label="d"> <text>The proposed reinstatement and extension shall be approved by the stockholders of the corporation by the affirmative vote of two thirds of all the votes entitled to be cast on the matter.</text> </level> <level label="e"> <text>Articles of extension shall be filed for record with the Department.</text> </level> </section> <section article="gca" article_name="Corporations and Associations" number="3-502" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="5" subtitle_name="Extension, Forfeiture, and Revival of Charter"> <level label="a"> <text>Articles of extension shall include:</text> <level label="1"> <text>The date the existence of the corporation expired under the terms of its charter;</text> </level> <level label="2"> <text>The date to which the existence of the corporation is to be extended, or a statement that the existence of the corporation is to be perpetual;</text> </level> <level label="3"> <text>A statement that the reinstatement and extension have been approved in the manner and by the vote required by this article and the corporation’s charter, and a statement of the manner of approval; and</text> </level> <level label="4"> <text>A statement that the corporation has been in continuous operation since before the date of expiration.</text> </level> </level> <level label="b"> <text>Articles of extension shall be executed in the manner required by Title 1 of this article.</text> </level> </section> <section article="gca" article_name="Corporations and Associations" number="3-503" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="5" subtitle_name="Extension, Forfeiture, and Revival of Charter"> <level label="a"> <level label="1"> <text>Except with respect to a tax collectable locally, immediately after September 30 of each year, the State Comptroller shall certify to the Department a list of every Maryland corporation which has not paid a tax due before October 1 of the year after the tax became due.</text> </level> <level label="2"> <text>When the Comptroller certifies the list to the Department, the Comptroller shall mail to each listed corporation, at its address as it appears on the Comptroller’s records, a notice that its charter will be repealed, annulled, and forfeited unless all taxes, interest, and penalties due by it are paid.</text> </level> <level label="3"> <text>The mailing of the notice is sufficient, and the failure of any corporation to receive the notice mailed to it does not affect the repeal, annulment, and forfeiture of its charter.</text> </level> </level> <level label="b"> <level label="1"> <text>Immediately after September 30 of each year, the Secretary of Labor shall certify to the Department a list of every Maryland corporation that has not paid an unemployment insurance contribution or made a reimbursement payment due before October 1 of the year after the contribution or payment became due.</text> </level> <level label="2"> <text>When the Secretary certifies the list to the Department, the Secretary shall mail to each listed corporation, at its address as it appears on the Secretary’s records, a notice that the charter of the corporation will be repealed, annulled, and forfeited unless all contributions, reimbursement payments, interest, and penalties due by the corporation are paid.</text> </level> <level label="3"> <text>The mailing of the notice is sufficient, and the failure of any corporation to receive the notice mailed to it does not affect the repeal, annulment, and forfeiture of the charter of the corporation.</text> </level> </level> <level label="c"> <text>Immediately after September 30 of each year, the Department shall certify a list of every Maryland corporation which has not filed an annual report with the Department for the prior year as required by law or has not paid a tax before October 1 of the year after the report was required to be filed or the taxes were due.</text> </level> <level label="d"> <text>After the lists are certified, the Department shall issue a proclamation declaring that the charters of the corporations are repealed, annulled, and forfeited, and the powers conferred by law on the corporations are inoperative, null, and void as of the date of the proclamation, without proceedings of any kind either at law or in equity.</text> </level> </section> <section article="gca" article_name="Corporations and Associations" number="3-504" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="5" subtitle_name="Extension, Forfeiture, and Revival of Charter"> <level label="a"> <text>Within ten days after the issuance of the proclamation, the Department shall mail notice of the proclamation to each corporation named in it. The notice shall be addressed to the corporation at its mailing address on file with the Department or, if none, at any other address appearing on the records of the Department.</text> </level> <level label="b"> <text>A corporation which pays all taxes, unemployment insurance contributions, reimbursement payments, interest, and penalties due, files the annual report due, or both, as the case may be, within 60 days after the issuance of the proclamation shall have its charter reinstated as of the date of forfeiture.</text> </level> </section> <section article="gca" article_name="Corporations and Associations" number="3-505" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="5" subtitle_name="Extension, Forfeiture, and Revival of Charter"> <level label="a"> <text>If the Department is satisfied that a corporation named in the proclamation has not failed to pay the tax, unemployment insurance contributions, or reimbursement payments, or file the report within the period specified in § 3–503 of this subtitle, or that it has been mistakenly reported to the Department by the State Comptroller or the Secretary of Labor, the Department may correct the mistake by filing its proclamation to that effect in its records.</text> </level> <level label="b"> <text>The effect of a proclamation correcting a mistake is to restore the charter of the corporation as if the charter had at all times remained in full force and effect.</text> </level> </section> <section article="gca" article_name="Corporations and Associations" number="3-506" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="5" subtitle_name="Extension, Forfeiture, and Revival of Charter"> <text>This subtitle does not repeal, supersede, or in any manner affect any remedy or provision of law:</text> <level label="1"> <text>For the collection of taxes, unemployment insurance contributions, or reimbursement payments and the interest and penalties due on them; or</text> </level> <level label="2"> <text>To compel the filing of annual reports.</text> </level> </section> <section article="gca" article_name="Corporations and Associations" number="3-507" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="5" subtitle_name="Extension, Forfeiture, and Revival of Charter"> <level label="a"> <text>The charter of any corporation which is forfeited for nonpayment of taxes, unemployment insurance contributions, or reimbursement payments or failure to file an annual report may be revived in the manner provided in this section.</text> </level> <level label="b"> <level label="1"> <text>Any two of the last acting officers of the corporation shall sign and acknowledge articles of revival and file them for record with the Department.</text> </level> <level label="2"> <text>If the officers authorized to sign and acknowledge the articles of revival are unable or unwilling to do so, the lesser of a majority or 3 of the last acting directors of the corporation may sign and acknowledge them.</text> </level> <level label="3"> <text>If there are less than the required number of directors of the corporation able and willing to sign and acknowledge the articles:</text> <level label="i"> <text>Any director or stockholder may call a meeting of the stockholders by giving notice in the manner required by Title 2 of this article, stating the purpose of the meeting; and</text> </level> <level label="ii"> <text>The stockholders or their successors in interest present at the meeting in person or by proxy, whether or not sufficient to constitute a quorum, may elect a board consisting of the lesser of the number of directors required by the charter and bylaws of the corporation, or 3 directors, who may sign and acknowledge the articles and do all acts necessary and proper to revive the charter of the corporation.</text> </level> </level> </level> </section> <section article="gca" article_name="Corporations and Associations" number="3-508" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="5" subtitle_name="Extension, Forfeiture, and Revival of Charter"> <text>Articles of revival shall include:</text> <level label="1"> <text>The name of the corporation at the time the charter was forfeited;</text> </level> <level label="2"> <text>The name which the corporation will use after revival, which shall comply with the provisions of this article with respect to corporate names;</text> </level> <level label="3"> <text>The address of the principal office of the corporation in this State if different from its principal office in this State at the time the charter was forfeited;</text> </level> <level label="4"> <text>The name and address of the resident agent of the corporation; and</text> </level> <level label="5"> <text>A statement that the articles of revival are for the purpose of reviving the charter of the corporation.</text> </level> </section> <section article="gca" article_name="Corporations and Associations" number="3-509" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="5" subtitle_name="Extension, Forfeiture, and Revival of Charter"> <level label="a"> <text>The Department may not accept articles of revival for record unless:</text> <level label="1"> <text>Except as provided in subsection (b) of this section, all annual reports required to be filed by the corporation or which would have been required if the charter had not been forfeited are filed; and</text> </level> <level label="2"> <text>Unemployment insurance contributions, or reimbursement payments, all State and local taxes, except taxes on real estate, and all interest and penalties due by the corporation or which would have become due if the charter had not been forfeited are paid, whether or not barred by limitations.</text> </level> </level> <level label="b"> <text>Notwithstanding subsection (a)(1) of this section, a nonstock corporation or religious corporation that files articles of revival and past–due annual reports online is required to file only the seven most recently due annual reports required to be filed by the corporation or which would have been required if the charter had not been forfeited.</text> </level> </section> <section article="gca" article_name="Corporations and Associations" number="3-510" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="5" subtitle_name="Extension, Forfeiture, and Revival of Charter"> <text>Except in a proceeding by the State or any of its political subdivisions, the acceptance of articles of revival for record by the Department is conclusive evidence of:</text> <level label="1"> <text>The payment of all fees, taxes, unemployment insurance contributions, and reimbursement payments required to be paid;</text> </level> <level label="2"> <text>The filing of all reports required to be filed; and</text> </level> <level label="3"> <text>The revival of the charter of the corporation.</text> </level> </section> <section article="gca" article_name="Corporations and Associations" number="3-512" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="5" subtitle_name="Extension, Forfeiture, and Revival of Charter"> <text>The reinstatement and extension of a corporation’s existence under § 3-501 of this subtitle or the revival of a corporation’s charter under § 3-507 of this subtitle has the following effects:</text> <level label="1"> <text>If otherwise done within the scope of its charter, all contracts or other acts done in the name of the corporation while the charter was void are validated, and the corporation is liable for them; and</text> </level> <level label="2"> <text>All the assets and rights of the corporation, except those sold or those of which it was otherwise divested while the charter was void, are restored to the corporation to the same extent that they were held by the corporation before the expiration or forfeiture of the charter.</text> </level> </section> <section article="gca" article_name="Corporations and Associations" number="3-513" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="5" subtitle_name="Extension, Forfeiture, and Revival of Charter"> <level label="a"> <text>At any time, the Department may authorize the Attorney General to institute proceedings against a corporation to determine whether the corporation has abused, misused, or failed to use its powers and franchises in a manner which, in the public interest, would make proper the forfeiture of its charter.</text> </level> <level label="b"> <text>If authorized by the Department, the Attorney General may petition a court of equity for forfeiture of the charter and dissolution of the corporation. The petition shall state the facts on which the forfeiture and dissolution of the corporation is sought.</text> </level> <level label="c"> <text>In its order, the court shall:</text> <level label="1"> <text>Find that no legal cause for forfeiture exists, and dismiss the petition;</text> </level> <level label="2"> <text>Direct the corporation to remedy one or more grievances, on penalty of forfeiture of the charter if they are not remedied within the time set by the order; or</text> </level> <level label="3"> <level label="i"> <text>Find that legal cause for forfeiture has been shown and that the public interest requires a forfeiture;</text> </level> <level label="ii"> <text>Declare the charter forfeited and the corporation dissolved; and</text> </level> <level label="iii"> <text>Appoint a receiver of the assets of the corporation.</text> </level> </level> </level> </section> <section article="gca" article_name="Corporations and Associations" number="3-514" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="5" subtitle_name="Extension, Forfeiture, and Revival of Charter"> <level label="a"> <text>Any person who transacts business in the name or for the account of a corporation knowing that its charter has been forfeited and has not been revived is guilty of a misdemeanor and on conviction is subject to a fine of not more than $500.</text> </level> <level label="b"> <text>For the purpose of this section, unless there is clear evidence to the contrary, a person who was an officer or director of a corporation at the time its charter was forfeited is presumed to know of the forfeiture.</text> </level> <level label="c"> <text>A prosecution for violation of the provisions of this section may not be instituted after the date articles of revival of the corporation are filed.</text> </level> </section> <section article="gca" article_name="Corporations and Associations" number="3-515" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="5" subtitle_name="Extension, Forfeiture, and Revival of Charter"> <level label="a"> <text>When the charter of a Maryland corporation has been forfeited, until a court appoints a receiver, the directors of the corporation shall manage its assets for purposes of liquidation.</text> </level> <level label="b"> <text>Unless and until articles of revival are filed, the directors shall:</text> <level label="1"> <text>Collect and distribute the assets, applying them to the payment, satisfaction, and discharge of existing debts and obligations of the corporation, including necessary expenses of liquidation; and</text> </level> <level label="2"> <text>Distribute the remaining assets among the stockholders.</text> </level> </level> <level label="c"> <text>The directors may:</text> <level label="1"> <text>Carry out the contracts of the corporation;</text> </level> <level label="2"> <text>Sell all or any part of the assets of the corporation at public or private sale;</text> </level> <level label="3"> <text>Sue or be sued in the name of the corporation; and</text> </level> <level label="4"> <text>Do all other acts consistent with law and the charter of the corporation necessary or proper to liquidate the corporation and wind up its affairs.</text> </level> </level> <level label="d"> <text>Forfeiture of the charter of a corporation does not subject a director of the corporation to a standard of conduct other than the standard of conduct set forth in § 2–405.1 of this article.</text> </level> </section> <section article="gca" article_name="Corporations and Associations" number="3-516" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="5" subtitle_name="Extension, Forfeiture, and Revival of Charter"> <level label="a"> <text>A director, stockholder, or creditor of a Maryland corporation which has had its charter forfeited may petition a court of equity to take jurisdiction of the liquidation of the corporation.</text> </level> <level label="b"> <text>After notice and hearing, the court for good cause shown may order the corporation liquidated under court supervision either by the directors as trustees or by one or more receivers appointed by the court.</text> </level> <level label="c"> <text>The authority of the director-trustees terminates when a court appoints a receiver.</text> </level> </section> <section article="gca" article_name="Corporations and Associations" number="3-517" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="5" subtitle_name="Extension, Forfeiture, and Revival of Charter"> <level label="a"> <text>When the charter of a Maryland corporation has been forfeited, if assets are available for distribution to stockholders and the total number of outstanding shares of stock is known or determinable from the records of the corporation, the director-trustees or receiver may notify the stockholders to prove their interests within a specified time at least 60 days after the date of the notice. The notice shall be mailed to each stockholder at his address as it appears on the records of the corporation and published at least once a week for three successive weeks in a newspaper of general circulation published in the county in which the principal office of the corporation is located. The date of the notice is the later of the date of mailing or the date of first publication.</text> </level> <level label="b"> <text>After the expiration of the time specified in the notice, the director-trustees or receiver may distribute to each stockholder who has proved his interest his proportionate share of the assets, reserving the shares of those who have not proved their interests. Thereafter, the director-trustees or receiver may incur reasonable expenses in locating the remaining stockholders and securing proof of interests from them and may charge the expenses against the funds undistributed at the time the expenses are incurred. From time to time the director-trustees or receiver may distribute a proportionate share to any stockholder who has proved his interest since the prior distribution.</text> </level> <level label="c"> <text>No earlier than three years from the date of the original notice, the director-trustees or receiver may distribute all surplus assets remaining under his control to those stockholders who have proved their interests and are entitled to distribution. After final distribution, the interest of any stockholder who has not proved his interest is forever barred and foreclosed.</text> </level> <level label="d"> <level label="1"> <text>Any assets remaining unclaimed 60 days after the final distribution, whether through failure or inability of the postal authorities to deliver the distribution checks or for any other reason, is presumed abandoned and shall be reported to the abandoned property unit of the State Comptroller’s office in accordance with Title 17 of the Commercial Law Article, the Maryland Uniform Disposition of Abandoned Property Act.</text> </level> <level label="2"> <text>The director-trustees or receiver are released and discharged from all further liability in the matter on payment or delivery of all unclaimed assets to the abandoned property unit of the State Comptroller’s office.</text> </level> </level> </section> <section article="gca" article_name="Corporations and Associations" number="3-518" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="5" subtitle_name="Extension, Forfeiture, and Revival of Charter"> <level label="a"> <text>When the charter of a Maryland corporation has been forfeited, if assets are available for distribution to stockholders, but the total number of outstanding shares of stock is unknown and indeterminable from the records of the corporation, the director-trustees or receiver shall notify the stockholders to prove their interests within a specified time at least six months after the date of the notice. The notice shall specify the address at which proof of interest is to be given and shall be mailed to each known stockholder at his address as it appears on the records of the corporation and published at least once a week for three successive weeks in a newspaper of general circulation published in the county in which the principal office of the corporation is located. The date of the notice is the later of the date of mailing or the date of first publication.</text> </level> <level label="b"> <level label="1"> <text>Proof of the interest of a stockholder shall be evidenced by valid stock certificates and shall be given at the address specified in the notice.</text> </level> <level label="2"> <text>On expiration of the time specified in the notice, it shall be conclusively presumed that, for the purpose of the distribution of assets, the total number of shares of stock entitled to distribution is that number for which interests have been proven within the time specified.</text> </level> </level> <level label="c"> <text>Within 90 days after the expiration of the time specified in the notice, after deducting the reasonable expenses, including reasonable trustees’ or receiver’s fees, incurred by them in winding up the affairs of the corporation, the director-trustees or receiver shall distribute to each stockholder who has proved his interest his proportionate share of the assets.</text> </level> <level label="d"> <text>The director-trustees or receiver are released and discharged from all further liability in the matter on distribution of all assets as provided in this section.</text> </level> </section> <section article="gca" article_name="Corporations and Associations" number="3-519" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="5" subtitle_name="Extension, Forfeiture, and Revival of Charter"> <level label="a"> <text>If the period of existence of a corporation is limited by its charter, the corporation shall comply with the following conditions before the period of its existence expires:</text> <level label="1"> <text>All taxes not barred by limitations and payable by the corporation to the Department, including taxes billed at the current rate under § 10–206 of the Tax – Property Article, shall be paid or provided for in a manner satisfactory to the Department;</text> </level> <level label="2"> <text>The corporation shall submit to the Department certificates of the Comptroller and of each collector of taxes on the list supplied by the Department, as provided in subsection (c) of this section, stating that all taxes not barred by limitations which are imposed on assessments made by the Department and billed by and payable to them by the corporation, including taxes billed for the year in which expiration of existence is to occur, shall be paid or provided for in a manner satisfactory to them; and</text> </level> <level label="3"> <text>The corporation shall submit to the Department a certificate of the Secretary of Labor stating that all unemployment insurance contributions and reimbursement payments not barred by limitations that are due and payable to the Secretary, including contributions and reimbursement payments for the year in which expiration of existence is to occur, shall be paid or provided for in a manner satisfactory to the Secretary.</text> </level> </level> <level label="b"> <text>A collector of taxes may not certify the payment of taxes until he has received from the Department certified assessments of personal property after the preceding date of finality and the taxes have been billed at the current year’s rate. However, a certificate based on a satisfactory provision for payment may be made before then.</text> </level> <level label="c"> <text>On written request of the corporation, the Department shall furnish it without charge a list of all collectors of taxes of counties and municipalities to which the Department has certified an assessment of personal property taxable to the corporation within the preceding four years.</text> </level> <level label="d"> <text>Notwithstanding any provision of its charter, any corporation with a limited period of existence ceases to exist only as of the later of:</text> <level label="1"> <text>The date or expiration of the period specified in its charter; or</text> </level> <level label="2"> <text>The date on which the conditions of subsection (a) of this section are fulfilled.</text> </level> </level> </section> <section article="gca" article_name="Corporations and Associations" number="3-601" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="6" subtitle_name="Special Voting Requirements"> <level label="a"> <text>In this subtitle the following words have the meanings indicated.</text> </level> <level label="b"> <text>“Affiliate”, including the term “affiliated person”, means a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, a specified person.</text> </level> <level label="c"> <text>“Associate”, when used to indicate a relationship with any person, means:</text> <level label="1"> <text>Any corporation or organization (other than the corporation or a subsidiary of the corporation) of which such person is an officer, director, or partner or is, directly or indirectly, the beneficial owner of 10 percent or more of any class of equity securities;</text> </level> <level label="2"> <text>Any trust or other estate in which such person has a substantial beneficial interest or as to which such person serves as trustee or in a similar fiduciary capacity; and</text> </level> <level label="3"> <text>Any relative or spouse of such person, or any relative of such spouse, who has the same home as such person or who is a director or officer of the corporation or any of its affiliates.</text> </level> </level> <level label="d"> <text>“Beneficial owner”, when used with respect to any voting stock, means a person that:</text> <level label="1"> <text>Individually or with any of its affiliates or associates, beneficially owns voting stock, directly or indirectly;</text> </level> <level label="2"> <text>Individually or with any of its affiliates or associates, has:</text> <level label="i"> <text>The right to acquire voting stock (whether the right is exercisable immediately or only after the passage of time), in accordance with any agreement, arrangement, or understanding, on the exercise of conversion rights, exchange rights, warrants, or options, or otherwise; or</text> </level> <level label="ii"> <text>Except solely by virtue of a revocable proxy, the right to vote voting stock in accordance with any agreement, arrangement, or understanding; or</text> </level> </level> <level label="3"> <text>Except solely by virtue of a revocable proxy, has any agreement, arrangement, or understanding for the purpose of acquiring, holding, voting, or disposing of voting stock with any other person that beneficially owns, or the affiliates or associates of which beneficially own, directly or indirectly, the voting stock.</text> </level> </level> <level label="e"> <text>“Business combination” means:</text> <level label="1"> <text>Unless the merger, consolidation, or share exchange does not alter the contract rights of the stock as expressly set forth in the charter or change or convert in whole or in part the outstanding shares of stock of the corporation, any merger, consolidation, or share exchange of the corporation or any subsidiary with (i) any interested stockholder or (ii) any other corporation (whether or not itself an interested stockholder) which is, or after the merger, consolidation, or share exchange would be, an affiliate of an interested stockholder that was an interested stockholder prior to the transaction;</text> </level> <level label="2"> <text>Any sale, lease, transfer, or other disposition, other than in the ordinary course of business or pursuant to a dividend or any other method affording substantially proportionate treatment to the holders of voting stock, in one transaction or a series of transactions in any 12–month period, to any interested stockholder or any affiliate of any interested stockholder (other than the corporation or any of its subsidiaries) of any assets of the corporation or any subsidiary having, measured at the time the transaction or transactions are approved by the board of directors of the corporation, an aggregate book value as of the end of the corporation’s most recently ended fiscal quarter of 10 percent or more of the total market value of the outstanding stock of the corporation or of its net worth as of the end of its most recently ended fiscal quarter;</text> </level> <level label="3"> <text>The issuance or transfer by the corporation, or any subsidiary, in one transaction or a series of transactions, of any equity securities of the corporation or any subsidiary which have an aggregate market value of 5 percent or more of the total market value of the outstanding stock of the corporation to any interested stockholder or any affiliate of any interested stockholder (other than the corporation or any of its subsidiaries) except pursuant to the exercise of warrants or rights to purchase securities offered pro rata to all holders of the corporation’s voting stock or any other method affording substantially proportionate treatment to the holders of voting stock;</text> </level> <level label="4"> <text>The adoption of any plan or proposal for the liquidation or dissolution of the corporation in which anything other than cash will be received by an interested stockholder or any affiliate of any interested stockholder;</text> </level> <level label="5"> <text>Any reclassification of securities (including any reverse stock split), or recapitalization of the corporation, or any merger, consolidation, or share exchange of the corporation with any of its subsidiaries which has the effect, directly or indirectly, in one transaction or a series of transactions, of increasing by 5 percent or more of the total number of outstanding shares, the proportionate amount of the outstanding shares of any class of equity securities of the corporation or any subsidiary which is directly or indirectly owned by any interested stockholder or any affiliate of any interested stockholder; or</text> </level> <level label="6"> <text>The receipt by any interested stockholder or any affiliate of any interested stockholder (other than the corporation or any of its subsidiaries) of the benefit, directly or indirectly (except proportionately as a stockholder), of any loan, advance, guarantee, pledge, or other financial assistance or any tax credit or other tax advantage provided by the corporation or any of its subsidiaries.</text> </level> </level> <level label="f"> <text>“Common stock” means any stock other than preferred or preference stock.</text> </level> <level label="g"> <text>“Control”, including the terms “controlling”, “controlled by” and “under common control with”, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise, and the beneficial ownership of 10 percent or more of the votes entitled to be cast by a corporation’s voting stock creates a presumption of control.</text> </level> <level label="h"> <text>“Corporation” includes a real estate investment trust as defined in Title 8 of this article.</text> </level> <level label="i"> <text>“Equity security” means:</text> <level label="1"> <text>Any stock or similar security, certificate of interest, or participation in any profit sharing agreement, voting trust certificate, or certificate of deposit for an equity security;</text> </level> <level label="2"> <text>Any security convertible, with or without consideration, into an equity security, or any warrant or other security carrying any right to subscribe to or purchase an equity security; or</text> </level> <level label="3"> <text>Any put, call, straddle, or other option or privilege of buying an equity security from or selling an equity security to another without being bound to do so.</text> </level> </level> <level label="j"> <text>“Interested stockholder” means any person (other than the corporation or any subsidiary) that:</text> <level label="1"> <level label="i"> <text>Is the beneficial owner, directly or indirectly, of 10 percent or more of the voting power of the outstanding voting stock of the corporation after the date on which the corporation had 100 or more beneficial owners of its stock; or</text> </level> <level label="ii"> <text>Is an affiliate or associate of the corporation and was the beneficial owner, directly or indirectly, of 10 percent or more of the voting power of the then outstanding stock of the corporation:</text> <level label="1"> <text>At any time within the 2–year period immediately prior to the date in question; and</text> </level> <level label="2"> <text>After the date on which the corporation had 100 or more beneficial owners of its stock.</text> </level> </level> </level> <level label="2"> <text>For the purpose of determining whether a person is an interested stockholder, the number of shares of voting stock deemed to be outstanding shall include shares deemed owned by the person through application of subsection (d) of this section but may not include any other shares of voting stock which may be issuable pursuant to any agreement, arrangement, or understanding, or upon exercise of conversion rights, warrants or options, or otherwise.</text> </level> <level label="3"> <text>A person is not an interested stockholder if, prior to the most recent time at which the person would otherwise have become an interested stockholder, the board of directors of the corporation approved the transaction which otherwise would have resulted in the person becoming an interested stockholder.</text> </level> <level label="4"> <text>In approving a transaction in accordance with paragraph (3) of this subsection, the board of directors may provide that its approval is subject to compliance, at or after the time of approval, with any terms and conditions determined by the board.</text> </level> </level> <level label="k"> <text>“Market value” means:</text> <level label="1"> <text>In the case of stock, the highest closing sale price during the 30–day period immediately preceding the date in question of a share of such stock on the composite tape for New York Stock Exchange–listed stocks, or, if such stock is not quoted on the composite tape, on the New York Stock Exchange, or, if such stock is not listed on such Exchange, on the principal United States securities exchange registered under the Securities Exchange Act of 1934 on which such stock is listed, or, if such stock is not listed on any such exchange, the highest closing bid quotation with respect to a share of such stock during the 30–day period preceding the date in question on the National Association of Securities Dealers, Inc. automated quotations system or any system then in use, or, if no such quotations are available, the fair market value on the date in question of a share of such stock as determined by the board of directors of the corporation in good faith; and</text> </level> <level label="2"> <text>In the case of property other than cash or stock, the fair market value of such property on the date in question as determined by the board of directors of the corporation in good faith.</text> </level> </level> <level label="l"> <text>“Original articles of incorporation” means:</text> <level label="1"> <text>Articles of incorporation as originally filed or as amended in accordance with § 2–603 of this article; and</text> </level> <level label="2"> <text>Articles of incorporation as amended or restated by a corporation meeting the requirements of § 3–603(e)(1)(i), (ii), or (iv) of this subtitle, without regard to the voting requirements of § 3–603(e)(1)(iii) of this subtitle.</text> </level> </level> <level label="m"> <text>“Subsidiary” means any corporation of which voting stock having a majority of the votes entitled to be cast is owned, directly or indirectly, by the corporation.</text> </level> <level label="n"> <text>“Voting stock” means shares of capital stock of a corporation entitled to vote generally in the election of directors.</text> </level> </section> <section article="gca" article_name="Corporations and Associations" number="3-602" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="6" subtitle_name="Special Voting Requirements"> <level label="a"> <text>Unless an exemption under § 3-603(c), (d), or (e) of this subtitle applies, a corporation may not engage in any business combination with any interested stockholder or any affiliate of the interested stockholder for a period of 5 years following the most recent date on which the interested stockholder became an interested stockholder.</text> </level> <level label="b"> <text>Unless an exemption under § 3-603 of this subtitle applies, in addition to any vote otherwise required by law or the charter of the corporation, a business combination that is not prohibited by subsection (a) of this section shall be recommended by the board of directors and approved by the affirmative vote of at least:</text> <level label="1"> <text>80 percent of the votes entitled to be cast by outstanding shares of voting stock of the corporation, voting together as a single voting group; and</text> </level> <level label="2"> <text>Two-thirds of the votes entitled to be cast by holders of voting stock other than voting stock held by the interested stockholder who will (or whose affiliate will) be a party to the business combination or by an affiliate or associate of the interested stockholder, voting together as a single voting group.</text> </level> </level> </section> <section article="gca" article_name="Corporations and Associations" number="3-603" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="6" subtitle_name="Special Voting Requirements"> <level label="a"> <text>For purposes of this section:</text> <level label="1"> <text>“Announcement date” means the first general public announcement of the proposal or intention to make a proposal of the business combination or its first communication generally to stockholders of the corporation, whichever is earlier;</text> </level> <level label="2"> <text>“Determination date” means the most recent date on which the interested stockholder became an interested stockholder; and</text> </level> <level label="3"> <text>“Valuation date” means:</text> <level label="i"> <text>For a business combination voted upon by stockholders, the latter of the day prior to the date of the stockholders’ vote or the day 20 days prior to the consummation of the business combination; and</text> </level> <level label="ii"> <text>For a business combination not voted upon by stockholders, the date of the consummation of the business combination.</text> </level> </level> </level> <level label="b"> <text>The vote required by § 3–602(b) of this subtitle does not apply to a business combination as defined in § 3–601(e)(1) of this subtitle if each of the following conditions is met:</text> <level label="1"> <text>The aggregate amount of the cash and the market value as of the valuation date of consideration other than cash to be received per share by holders of common stock in such business combination is at least equal to the highest of the following:</text> <level label="i"> <text>The highest per share price (including any brokerage commissions, transfer taxes and soliciting dealers’ fees) paid by the interested stockholder for any shares of common stock of the same class or series acquired by it within the 5–year period immediately prior to the announcement date of the proposal of the business combination, plus an amount equal to interest compounded annually from the earliest date on which the highest per share acquisition price was paid through the valuation date at the rate for 1–year United States Treasury obligations from time to time in effect, less the aggregate amount of any cash dividends paid and the market value of any dividends paid in other than cash, per share of common stock from the earliest date through the valuation date, up to the amount of the interest; or</text> </level> <level label="ii"> <text>The highest per share price (including any brokerage commissions, transfer taxes and soliciting dealers’ fees) paid by the interested stockholder for any shares of common stock of the same class or series acquired by it on, or within the 5–year period immediately before, the determination date, plus an amount equal to interest compounded annually from the earliest date on which the highest per share acquisition price was paid through the valuation date at the rate for 1–year United States Treasury obligations from time to time in effect, less the aggregate amount of any cash dividends paid and the market value of any dividends paid in other than cash, per share of common stock from the earliest date through the valuation date, up to the amount of the interest; or</text> </level> <level label="iii"> <text>The market value per share of common stock of the same class or series on the announcement date, plus an amount equal to interest compounded annually from that date through the valuation date at the rate for 1–year United States Treasury obligations from time to time in effect, less the aggregate amount of any cash dividends paid and the market value of any dividends paid in other than cash, per share of common stock from that date through the valuation date, up to the amount of the interest; or</text> </level> <level label="iv"> <text>The market value per share of common stock of the same class or series on the determination date, plus an amount equal to interest compounded annually from that date through the valuation date at the rate for 1–year United States Treasury obligations from time to time in effect, less the aggregate amount of any cash dividends paid and the market value of any dividends paid in other than cash, per share of common stock from that date through the valuation date, up to the amount of the interest; or</text> </level> <level label="v"> <text>The price per share equal to the market value per share of common stock of the same class or series on the announcement date or on the determination date, whichever is higher, multiplied by the fraction of:</text> <level label="1"> <text>The highest per share price (including any brokerage commissions, transfer taxes and soliciting dealers’ fees) paid by the interested stockholder for any shares of common stock of the same class or series acquired by it within the 5–year period immediately prior to the announcement date, over</text> </level> <level label="2"> <text>The market value per share of common stock of the same class or series on the first day in such 5–year period on which the interested stockholder acquired any shares of common stock.</text> </level> </level> </level> <level label="2"> <text>The aggregate amount of the cash and the market value as of the valuation date of consideration other than cash to be received per share by holders of shares of any class or series of outstanding stock other than common stock in the business combination is at least equal to the highest of the following (whether or not the interested stockholder has previously acquired any shares of the particular class or series of stock):</text> <level label="i"> <text>The highest per share price (including any brokerage commissions, transfer taxes and soliciting dealers’ fees) paid by the interested stockholder for any shares of such class or series of stock acquired by it within the 5–year period immediately prior to the announcement date of the proposal of the business combination, plus an amount equal to interest compounded annually from the earliest date on which the highest per share acquisition price was paid through the valuation date at the rate for 1–year United States Treasury obligations from time to time in effect, less the aggregate amount of any cash dividends paid and the market value of any dividends paid in other than cash, per share of the class or series of stock from the earliest date through the valuation date, up to the amount of the interest; or</text> </level> <level label="ii"> <text>The highest per share price (including any brokerage commissions, transfer taxes and soliciting dealers’ fees) paid by the interested stockholder for any shares of such class or series of stock acquired by it on, or within the 5–year period immediately prior to, the determination date, plus an amount equal to interest compounded annually from the earliest date on which the highest per share acquisition price was paid through the valuation date at the rate for 1–year United States Treasury obligations from time to time in effect, less the aggregate amount of any cash dividends paid and the market value of any dividends paid in other than cash, per share of the class or series of stock from the earliest date through the valuation date, up to the amount of the interest; or</text> </level> <level label="iii"> <text>The highest preferential amount per share to which the holders of shares of such class or series of stock are entitled in the event of any voluntary or involuntary liquidation, dissolution or winding up of the corporation; or</text> </level> <level label="iv"> <text>The market value per share of such class or series of stock on the announcement date, plus an amount equal to interest compounded annually from that date through the valuation date at the rate for 1–year United States Treasury obligations from time to time in effect, less the aggregate amount of any cash dividends paid and the market value of any dividends paid in other than cash, per share of the class or series of stock from that date through the valuation date, up to the amount of the interest; or</text> </level> <level label="v"> <text>The market value per share of such class or series of stock on the determination date, plus an amount equal to interest compounded annually from that date through the valuation date at the rate for 1–year United States Treasury obligations from time to time in effect, less the aggregate amount of any cash dividends paid and the market value of any dividends paid in other than cash, per share of the class or series of stock from that date through the valuation date, up to the amount of the interest; or</text> </level> <level label="vi"> <text>The price per share equal to the market value per share of such class or series of stock on the announcement date or on the determination date, whichever is higher, multiplied by the fraction of:</text> <level label="1"> <text>The highest per share price (including any brokerage commissions, transfer taxes and soliciting dealers’ fees) paid by the interested stockholder for any shares of any class of voting stock acquired by it within the 5–year period immediately prior to the announcement date, over</text> </level> <level label="2"> <text>The market value per share of the same class of voting stock on the first day in such 5–year period on which the interested stockholder acquired any shares of the same class of voting stock.</text> </level> </level> </level> <level label="3"> <text>The consideration to be received by holders of any class or series of outstanding stock is to be in cash or in the same form as the interested stockholder has previously paid for shares of the same class or series of stock. If the interested stockholder has paid for shares of any class or series of stock with varying forms of consideration, the form of consideration for such class or series of stock shall be either cash or the form used to acquire the largest number of shares of such class or series of stock previously acquired by it.</text> </level> <level label="4"> <level label="i"> <text>After the determination date and prior to the consummation of such business combination:</text> <level label="1"> <text>There shall have been no failure to declare and pay at the regular date therefor any full periodic dividends (whether or not cumulative) on any outstanding preferred stock of the corporation;</text> </level> <level label="2"> <text>There shall have been:</text> </level> <level label="A"> <text>No reduction in the annual rate of dividends paid on any class or series of stock of the corporation that is not preferred stock (except as necessary to reflect any subdivision of the stock); and</text> </level> <level label="B"> <text>An increase in such annual rate of dividends as necessary to reflect any reclassification (including any reverse stock split), recapitalization, reorganization or any similar transaction which has the effect of reducing the number of outstanding shares of the stock; and</text> </level> <level label="3"> <text>The interested stockholder did not become the beneficial owner of any additional shares of stock of the corporation except as part of the transaction which resulted in such interested stockholder becoming an interested stockholder or by virtue of proportionate stock splits or stock dividends.</text> </level> </level> <level label="ii"> <text>The provisions of subparagraph (i)1 and 2 of this paragraph do not apply if no interested stockholder or an affiliate or associate of the interested stockholder voted as a director of the corporation in a manner inconsistent with subparagraph (i)1 and 2 of this paragraph and the interested stockholder, within 10 days after any act or failure to act inconsistent with subparagraph (i)1 and 2 of this paragraph, notifies the board of directors of the corporation in writing that the interested stockholder disapproves thereof and requests in good faith that the board of directors rectify such act or failure to act.</text> </level> </level> </level> <level label="c"> <level label="1"> <text>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:</text> <level label="i"> <text>Prior to September 1, 1983 or such earlier date as may be irrevocably established by resolution of the board of directors; or</text> </level> <level label="ii"> <text>If involving transactions with a particular interested stockholder or its existing or future affiliates, at any time prior to the most recent time that the interested stockholder became an interested stockholder.</text> </level> </level> <level label="2"> <text>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 shall not affect any business combinations that have been consummated, or are the subject of an existing agreement entered into, prior to the alteration or repeal.</text> </level> </level> <level label="d"> <level label="1"> <text>Unless the charter or bylaws of the corporation specifically provides otherwise, the provisions of § 3–602 of this subtitle do not apply to business combinations of a corporation that, on July 1, 1983, had an existing interested stockholder, whether a business combination is with the existing stockholder or with any other person that becomes an interested stockholder after July 1, 1983, or their present or future affiliates, unless, at any time after July 1, 1983, the board of directors of the corporation elects by resolution to be subject, in whole or in part, specifically, generally, or generally by types, as to specifically identified or unidentified interested stockholders, to the provisions of § 3–602 of this subtitle.</text> </level> <level label="2"> <text>The charter or bylaws of the corporation may provide that if the board of directors adopts a resolution under paragraph (1) of this subsection the resolution shall be subject to approval of the stockholders in the manner and by the vote specified in the charter or the bylaws.</text> </level> <level label="3"> <text>An election under this subsection may be added to but may not be altered or repealed except by a charter amendment adopted by a vote of stockholders meeting the requirements of subsection (e)(1)(iii) of this section.</text> </level> <level label="4"> <text>If a corporation elects under this subsection to be included within the provisions of this subtitle generally, without qualification or limitation, it shall file with the Department articles supplementary including a copy of the resolution making the election and a statement describing the manner in which the resolution was adopted. The articles supplementary shall be executed in the manner required by Title 1 of this article. The articles supplementary constitute articles supplementary under § 1–101(f)(2) of this article, but do not constitute an amendment to the charter.</text> </level> </level> <level label="e"> <level label="1"> <text>Unless the charter of the corporation provides otherwise, the provisions of § 3–602 of this subtitle do not apply to any business combination of:</text> <level label="i"> <text>A close corporation as defined in § 4–101(b) of this article;</text> </level> <level label="ii"> <text>A corporation having fewer than 100 beneficial owners of its stock;</text> </level> <level label="iii"> <text>A corporation whose original articles of incorporation have a provision, or whose stockholders adopt a charter amendment after June 30, 1983 by a vote of at least 80 percent of the votes entitled to be cast by outstanding shares of voting stock of the corporation, voting together as a single voting group, and two–thirds of the votes entitled to be cast by persons (if any) who are not interested stockholders of the corporation or affiliates or associates of interested stockholders, voting together as a single voting group, expressly electing not to be governed by the provisions of § 3–602 of this subtitle in whole or in part, or in either case as to business combinations, specifically, generally, or generally by types, or as to identified or unidentified existing or future interested stockholders or their affiliates, provided that, other than in the case of the original articles of incorporation, an amendment may not be effective until 18 months after the vote of stockholders and may not apply to any business combination of the corporation with an interested stockholder (or any affiliate of the interested stockholder) who became an interested stockholder on or before the date of the vote;</text> </level> <level label="iv"> <text>A corporation registered under the Investment Company Act of 1940 as an open end investment company;</text> </level> <level label="v"> <text>A corporation registered under the Investment Company Act of 1940 as a closed end investment company unless its board of directors adopts a resolution to be subject to § 3–602 of this subtitle on or after June 1, 2000, provided that the resolution shall not be effective with respect to a business combination with any person who has become an interested stockholder before the time that the resolution is adopted; or</text> </level> <level label="vi"> <text>A corporation with an interested stockholder that became an interested stockholder inadvertently, if the interested stockholder:</text> <level label="1"> <text>As soon as practicable (but not more than 10 days after the interested stockholder knew or should have known it had become an interested stockholder) divests itself of a sufficient amount of the voting stock of the corporation so that it no longer is the beneficial owner, directly or indirectly, of 10 percent or more of the outstanding voting stock of the corporation; and</text> </level> <level label="2"> <text>Would not at any time within the 5–year period preceding the announcement date with respect to the business combination have been an interested stockholder except by inadvertence.</text> </level> </level> </level> <level label="2"> <text>For purposes of paragraph (1)(ii) of this subsection, all stockholders of a corporation that have executed an agreement to which the corporation is an executing party governing the purchase and sale of stock of the corporation or a voting trust agreement governing stock of the corporation shall be considered a single beneficial owner of the stock covered by the agreement.</text> </level> </level> <level label="f"> <text>A business combination of a corporation that has a charter provision permitted by § 2–104(b)(5) of this article is subject to the voting requirements of § 3–602 of this subtitle unless one of the requirements or exemptions of subsection (b), (c), (d), or (e) of this section have been met.</text> </level> </section> <section article="gca" article_name="Corporations and Associations" number="3-604" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="6" subtitle_name="Special Voting Requirements"> <text>This subtitle shall only apply to a Maryland corporation.</text> </section> <section article="gca" article_name="Corporations and Associations" number="3-605" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="6" subtitle_name="Special Voting Requirements"> <text>This subtitle may be cited as the Maryland Business Combination Act.</text> </section> <section article="gca" article_name="Corporations and Associations" number="3-701" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="7" subtitle_name="Voting Rights of Certain Control Shares"> <level label="a"> <text>In this subtitle the following words have the meanings indicated.</text> </level> <level label="b"> <text>“Acquiring person” means a person who makes or proposes to make a control share acquisition.</text> </level> <level label="c"> <text>“Associate”, when used to indicate a relationship with any person, means:</text> <level label="1"> <text>An “associate” as defined in § 3–601(c) of this title; or</text> </level> <level label="2"> <text>A person that:</text> <level label="i"> <text>Directly or indirectly controls, or is controlled by, or is under common control with, the person specified; or</text> </level> <level label="ii"> <text>Is acting or intends to act jointly or in concert with the person specified.</text> </level> </level> </level> <level label="d"> <level label="1"> <text>“Control share acquisition” means the acquisition, directly or indirectly, by any person, of ownership of, or the power to direct the exercise of voting power with respect to, issued and outstanding control shares.</text> </level> <level label="2"> <text>“Control share acquisition” does not include the acquisition of shares:</text> <level label="i"> <text>Before November 4, 1988;</text> </level> <level label="ii"> <text>Under a contract made before November 4, 1988;</text> </level> <level label="iii"> <text>Under the laws of descent and distribution;</text> </level> <level label="iv"> <text>Under the satisfaction of a pledge or other security interest created in good faith and not for the purpose of circumventing this subtitle;</text> </level> <level label="v"> <text>Under a merger, consolidation, or share exchange effected under Subtitle 1 of this title if the corporation is a party to the merger, consolidation, or share exchange;</text> </level> <level label="vi"> <text>Within one–tenth or more but less than one–fifth of all voting power of outstanding shares of stock of the corporation before June 1, 2000;</text> </level> <level label="vii"> <text>At a time when the corporation is not subject to this subtitle; or</text> </level> <level label="viii"> <text>In accordance with a contract entered into at a time when the corporation is not subject to this subtitle.</text> </level> </level> <level label="3"> <text>Unless the acquisition entitles any person, directly or indirectly, to exercise or direct the exercise of voting power in the election of directors in excess of the range of voting power previously authorized or attained under an acquisition that is exempt under paragraph (2) of this subsection, “control share acquisition” does not include the acquisition of shares of a corporation in good faith and not for the purpose of circumventing this subtitle by or from:</text> <level label="i"> <text>Any person whose voting rights have previously been authorized by stockholders in compliance with this subtitle; or</text> </level> <level label="ii"> <text>Any person whose previous acquisition of shares of stock of the corporation would have constituted a control share acquisition but for paragraph (2) of this subsection.</text> </level> </level> </level> <level label="e"> <level label="1"> <text>“Control shares” means shares of stock that, except for this subtitle, would, if aggregated with all other shares of stock of the corporation (including shares the acquisition of which is excluded from “control share acquisition” in subsection (d)(2) of this section) owned by a person or in respect of which that person is entitled to exercise or direct the exercise of voting power, except solely by virtue of a revocable proxy, entitle that person, directly or indirectly, to exercise or direct the exercise of the voting power of shares of stock of the corporation in the election of directors within any of the following ranges of voting power:</text> <level label="i"> <text>One–tenth or more, but less than one–third of all voting power;</text> </level> <level label="ii"> <text>One–third or more, but less than a majority of all voting power; or</text> </level> <level label="iii"> <text>A majority or more of all voting power.</text> </level> </level> <level label="2"> <text>“Control shares” includes:</text> <level label="i"> <text>Shares of stock of a corporation only to the extent that the acquiring person, following the acquisition of the shares, is entitled, directly or indirectly, to exercise or direct the exercise of voting power within any level of voting power set forth in this section for which approval has not been obtained previously under § 3–702 of this subtitle; and</text> </level> <level label="ii"> <text>Shares of stock acquired within any range of voting power described in paragraph (1) of this subsection, even if the initial shares acquired within the applicable range of voting power are excluded from a control share acquisition.</text> </level> </level> </level> <level label="f"> <text>“Corporation” includes a real estate investment trust, as defined in Title 8 of this article.</text> </level> <level label="g"> <text>“Interested shares” means shares of a corporation in respect of which any of the following persons is entitled to exercise or direct the exercise of the voting power of shares of stock of the corporation in the election of directors:</text> <level label="1"> <text>An acquiring person;</text> </level> <level label="2"> <text>An officer of the corporation; or</text> </level> <level label="3"> <text>An employee of the corporation who is also a director of the corporation.</text> </level> </level> <level label="h"> <text>“Person” includes an associate of the person.</text> </level> </section> <section article="gca" article_name="Corporations and Associations" number="3-702" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="7" subtitle_name="Voting Rights of Certain Control Shares"> <level label="a"> <level label="1"> <text>Holders of control shares of the corporation acquired in a control share acquisition have no voting rights with respect to the control shares except to the extent approved by the stockholders at a meeting held under § 3–704 of this subtitle by the affirmative vote of two–thirds of all the votes entitled to be cast on the matter, excluding all interested shares.</text> </level> <level label="2"> <text>A charter provision permitted by § 2–104(b)(5) of this article may not apply to the proportion of votes required by paragraph (1) of this subsection.</text> </level> </level> <level label="b"> <text>This subtitle does not apply to the voting rights of shares of stock if the acquisition of the shares specifically, generally, or generally by types, as to specifically identified or unidentified existing or future stockholders or their affiliates or associates, has been approved or exempted by a provision contained in the charter or bylaws and adopted at any time before the acquisition of control shares.</text> </level> <level label="c"> <text>This subtitle does not apply to:</text> <level label="1"> <text>A close corporation as defined in § 4–101(b) of this article;</text> </level> <level label="2"> <text>A corporation having fewer than 100 beneficial owners of its stock;</text> </level> <level label="3"> <text>A corporation registered under the Investment Company Act of 1940 as an open end investment company; or</text> </level> <level label="4"> <text>A corporation registered under the Investment Company Act of 1940 as a closed end investment company unless its board of directors adopts a resolution to be subject to this subtitle on or after June 1, 2000.</text> </level> </level> <level label="d"> <text>For the purposes of subsection (c)(2) of this section, all stockholders of a corporation that have executed an agreement to which the corporation is an executing party governing the purchase and sale of stock of the corporation or a voting trust agreement governing stock of the corporation shall be considered a single beneficial owner of the stock covered by the agreement.</text> </level> <level label="e"> <text>For the purposes of § 3-701 of this subtitle:</text> <level label="1"> <text>Shares acquired within 90 days or shares acquired under a plan to make a control share acquisition are considered to have been acquired in the same acquisition; and</text> </level> <level label="2"> <text>A person may not be deemed to be entitled to exercise or direct the exercise of voting power with respect to shares held for the benefit of others if the person:</text> <level label="i"> <text>Is acting in the ordinary course of business, in good faith and not for the purpose of circumventing the provisions of this section; and</text> </level> <level label="ii"> <text>Is not entitled to exercise or to direct the exercise of the voting power of the shares unless the person first seeks to obtain the instruction of another person.</text> </level> </level> </level> </section> <section article="gca" article_name="Corporations and Associations" number="3-703" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="7" subtitle_name="Voting Rights of Certain Control Shares"> <text>Any person who proposes to make or who has made a control share acquisition may deliver an acquiring person statement to the corporation at the corporation’s principal office. The acquiring person statement shall set forth all of the following:</text> <level label="1"> <text>The identity of the acquiring person and each other member of any group of which the person is a part for purposes of determining control shares;</text> </level> <level label="2"> <text>A statement that the acquiring person statement is given under this subtitle;</text> </level> <level label="3"> <text>The number of shares of the corporation owned (directly or indirectly) by the acquiring person and each other member of any group;</text> </level> <level label="4"> <text>The applicable range of voting power as set forth in § 3–701(e) of this subtitle; and</text> </level> <level label="5"> <text>If the control share acquisition has not occurred:</text> <level label="i"> <text>A description in reasonable detail of the terms of the proposed control share acquisition; and</text> </level> <level label="ii"> <text>Representations of the acquiring person, together with a statement in reasonable detail of the facts on which they are based, that:</text> <level label="1"> <text>The proposed control share acquisition, if consummated, will not be contrary to law; and</text> </level> <level label="2"> <text>The acquiring person has the financial capacity, through financing to be provided by the acquiring person and any additional specified sources of financing required under § 3–705 of this subtitle, to make the proposed control share acquisition.</text> </level> </level> </level> </section> <section article="gca" article_name="Corporations and Associations" number="3-704" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="7" subtitle_name="Voting Rights of Certain Control Shares"> <level label="a"> <text>Except as provided in § 3-705 of this subtitle, if the acquiring person requests, at the time of delivery of an acquiring person statement, and gives a written undertaking to pay the corporation’s expenses of a special meeting, except the expenses of opposing approval of the voting rights, within 10 days after the day on which the corporation receives both the request and undertaking, the directors of the corporation shall call a special meeting of stockholders of the corporation for the purpose of considering the voting rights to be accorded the shares acquired or to be acquired in the control share acquisition.</text> </level> <level label="b"> <text>The directors may require the acquiring person to give bond, with sufficient surety, to reasonably assure the corporation that this undertaking will be satisfied.</text> </level> <level label="c"> <text>Unless the acquiring person agrees in writing to another date, the special meeting of stockholders shall be held within 50 days after the day on which the corporation has received both the request and the undertaking.</text> </level> <level label="d"> <text>If the acquiring person makes a request in writing at the time of delivery of the acquiring person statement, the special meeting may not be held sooner than 30 days after the day on which the corporation receives the acquiring person statement.</text> </level> <level label="e"> <level label="1"> <text>If no request is made under subsection (a) of this section, the issue of the voting rights to be accorded the shares acquired in the control share acquisition may, at the option of the corporation, be presented for consideration at any meeting of stockholders.</text> </level> <level label="2"> <text>If no request is made under subsection (a) of this section and the corporation proposes to present the issue of the voting rights to be accorded the shares acquired in a control share acquisition for consideration at any meeting of stockholders, the corporation shall provide the acquiring person with written notice of the proposal not less than 20 days before the date on which notice of the meeting is given.</text> </level> </level> </section> <section article="gca" article_name="Corporations and Associations" number="3-705" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="7" subtitle_name="Voting Rights of Certain Control Shares"> <text>A call of a special meeting of stockholders of the corporation is not required to be made under § 3-704(a) of this subtitle unless, at the time of delivery of an acquiring person statement under § 3-703 of this subtitle, the acquiring person has:</text> <level label="1"> <text>Entered into a definitive financing agreement or agreements with one or more responsible financial institutions or other entities that have the necessary financial capacity, providing for any amount of financing of the control share acquisition not to be provided by the acquiring person; and</text> </level> <level label="2"> <text>Delivered a copy of the agreements to the corporation.</text> </level> </section> <section article="gca" article_name="Corporations and Associations" number="3-706" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="7" subtitle_name="Voting Rights of Certain Control Shares"> <level label="a"> <text>If a special meeting of stockholders is requested, notice of the special meeting shall be given as promptly as reasonably practicable by the corporation to all stockholders of record as of the record date set for the meeting, whether or not the stockholder is entitled to vote at the meeting.</text> </level> <level label="b"> <text>Notice of the special or annual meeting of stockholders at which the voting rights are to be considered shall include or be accompanied by the following:</text> <level label="1"> <text>A copy of the acquiring person statement delivered to the corporation under § 3-703 of this subtitle; and</text> </level> <level label="2"> <text>A statement by the board of directors of the corporation setting forth the position or recommendation of the board, or stating that the board is taking no position or making no recommendation, with respect to the issue of voting rights to be accorded the control shares.</text> </level> </level> </section> <section article="gca" article_name="Corporations and Associations" number="3-707" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="7" subtitle_name="Voting Rights of Certain Control Shares"> <level label="a"> <text>Unless the charter or bylaws provide otherwise, if an acquiring person statement has been delivered on or before the 10th day after the control share acquisition, the corporation may, at its option, redeem any or all control shares, except control shares for which voting rights have been previously approved under § 3-702 of this subtitle, at any time during a 60-day period commencing on the day of a meeting at which voting rights are considered under § 3-704 of this subtitle and are not approved.</text> </level> <level label="b"> <text>In addition to the redemption rights authorized under subsection (a) of this section, unless the charter or bylaws provide otherwise, if an acquiring person statement has not been delivered on or before the 10th day after the control share acquisition, the corporation may, at its option, redeem any or all control shares, except control shares for which voting rights have been previously approved under § 3-702 of this subtitle, at any time during a period commencing on the 11th day after the control share acquisition and ending 60 days after a statement has been delivered.</text> </level> <level label="c"> <text>Any redemption of control shares under this section shall be at the fair value of the shares. For purposes of this section, “fair value” shall be determined:</text> <level label="1"> <text>As of the date of the last acquisition of control shares by the acquiring person in a control share acquisition or, if a meeting is held under § 3-704 of this subtitle, as of the date of the meeting; and</text> </level> <level label="2"> <text>Without regard to the absence of voting rights for the control shares.</text> </level> </level> </section> <section article="gca" article_name="Corporations and Associations" number="3-708" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="7" subtitle_name="Voting Rights of Certain Control Shares"> <level label="a"> <text>Unless the charter or bylaws provide otherwise, before a control share acquisition has occurred, if voting rights for control shares are approved at a meeting held under § 3-704 of this subtitle and the acquiring person is entitled to exercise or direct the exercise of a majority or more of all voting power, all stockholders of the corporation (other than the acquiring person) have the rights of objecting stockholders as provided in Subtitle 2 of this title.</text> </level> <level label="b"> <text>For purposes of applying the provisions of Subtitle 2 of this title to stockholders under this section, the corporation shall be deemed to be a successor in a merger and the date of the most recent approval of voting rights referred to in subsection (a) of this section shall be deemed to be the date of filing of articles of merger for record with the Department.</text> </level> <level label="c"> <text>The notice required by § 3-207 of this title shall also state that stockholders (other than the acquiring person) are entitled to the rights of objecting stockholders under Subtitle 2 of this title and shall include a copy of this section and Subtitle 2 of this title.</text> </level> <level label="d"> <text>For purposes of applying the provisions of Subtitle 2 of this title to this section:</text> <level label="1"> <text>“Fair value” may not be less than the highest price per share paid by the acquiring person in the control share acquisition; and</text> </level> <level label="2"> <text>§§ 3-202(c) and 3-203(a)(1) and (2) of this title do not apply.</text> </level> </level> </section> <section article="gca" article_name="Corporations and Associations" number="3-709" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="7" subtitle_name="Voting Rights of Certain Control Shares"> <text>This subtitle shall only apply to a Maryland corporation.</text> </section> <section article="gca" article_name="Corporations and Associations" number="3-710" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="7" subtitle_name="Voting Rights of Certain Control Shares"> <text>This subtitle may be cited as the Maryland Control Share Acquisition Act.</text> </section> <section article="gca" article_name="Corporations and Associations" number="3-801" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="8" subtitle_name="Corporations and Real Estate Investment Trusts -- Unsolicited Takeovers"> <level label="a"> <text>In this subtitle the following words have the meanings indicated.</text> </level> <level label="b"> <text>“Acquiring person” means a person who is seeking to acquire control of a corporation.</text> </level> <level label="c"> <text>“Act” includes an omission or failure to act.</text> </level> <level label="d"> <text>“Affiliate” means a person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, a specified person.</text> </level> <level label="e"> <text>“Associate”, when used to indicate a relationship with any person, means:</text> <level label="1"> <text>Any corporation or organization (other than the corporation or a subsidiary of the corporation) of which such person is an officer, director, or partner or is, directly or indirectly, the beneficial owner of 10 percent or more of any class of equity securities;</text> </level> <level label="2"> <text>Any trust or other estate in which such person has a substantial beneficial interest or as to which such person serves as trustee or in a similar fiduciary capacity; and</text> </level> <level label="3"> <text>Any relative or spouse of such person, or any relative of such spouse, who has the same principal residence as such person or who is a director or officer of the corporation or any of its affiliates.</text> </level> </level> <level label="f"> <text>“Beneficial owner”, when used with respect to any stock, means a person:</text> <level label="1"> <text>That, individually or with any of its affiliates or associates, beneficially owns stock, directly or indirectly; or</text> </level> <level label="2"> <text>That, individually or with any of its affiliates or associates, has:</text> <level label="i"> <text>The right to acquire stock (whether such right is exercisable immediately or only after the passage of time), pursuant to any agreement, arrangement, or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise; or</text> </level> <level label="ii"> <text>The right to vote stock pursuant to any agreement, arrangement, or understanding; or</text> </level> </level> <level label="3"> <text>That has any agreement, arrangement, or understanding for the purpose of acquiring, holding, voting, or disposing of stock with any other person that beneficially owns, or whose affiliates or associates beneficially own, directly or indirectly, such shares of stock.</text> </level> </level> <level label="g"> <text>“Charter” includes the declaration of trust of a real estate investment trust.</text> </level> <level label="h"> <text>“Control”, including the terms “controlling”, “controlled by”, and “under common control with”, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise, and the beneficial ownership of 10 percent or more of the votes entitled to be cast by a corporation’s stock creates a presumption of control.</text> </level> <level label="i"> <text>“Corporation” includes a real estate investment trust as defined in Title 8 of this article.</text> </level> <level label="j"> <text>“Director” includes a trustee of a real estate investment trust.</text> </level> <level label="k"> <text>“Equity security” means:</text> <level label="1"> <text>Any stock or similar security, certificate of interest, or participation in any profit sharing agreement, voting trust certificate, or certificate of deposit for an equity security;</text> </level> <level label="2"> <text>Any security convertible, with or without consideration, into an equity security, or any warrant or other security carrying any right to subscribe to or purchase an equity security; or</text> </level> <level label="3"> <text>Any put, call, straddle, or other option or privilege of buying an equity security from or selling an equity security to another without being bound to do so.</text> </level> </level> <level label="l"> <text>“Real estate investment trust” has the meaning stated in Title 8 of this article.</text> </level> <level label="m"> <text>“Stockholder” includes a shareholder of a real estate investment trust.</text> </level> <level label="n"> <text>“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.</text> </level> </section> <section article="gca" article_name="Corporations and Associations" number="3-802" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="8" subtitle_name="Corporations and Real Estate Investment Trusts -- Unsolicited Takeovers"> <level label="a"> <text>Notwithstanding any other provision in this article except subsection (b) of this section, this subtitle applies to each corporation that:</text> <level label="1"> <text>Has a class of equity securities registered under the Securities Exchange Act of 1934; and</text> </level> <level label="2"> <text>Elects to be subject to any or all provisions, in whole or in part, of this subtitle by provision in:</text> <level label="i"> <text>Its charter or bylaws; or</text> </level> <level label="ii"> <text>A resolution of its board of directors.</text> </level> </level> </level> <level label="b"> <level label="1"> <text>This subtitle applies only to a corporation that has at least three directors who, at the time of any election to become subject to the provisions of this subtitle:</text> <level label="i"> <text>Are not officers or employees of the corporation;</text> </level> <level label="ii"> <text>Are not acquiring persons;</text> </level> <level label="iii"> <text>Are not directors, officers, affiliates, or associates of an acquiring person; and</text> </level> <level label="iv"> <text>Were not nominated or designated as directors by an acquiring person.</text> </level> </level> <level label="2"> <text>A director does not fail to satisfy paragraph (1) of this subsection because the director:</text> <level label="i"> <text>Owns securities issued by the corporation;</text> </level> <level label="ii"> <text>Is entitled to compensation, retirement, severance, or other benefits as a director of the corporation; or</text> </level> <level label="iii"> <text>Might continue to serve as a director of the corporation or become a director of an acquiring person.</text> </level> </level> <level label="3"> <text>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 manner in which it elected to become subject to the provision, including the satisfaction of subsection (d)(1) of this section, if applicable.</text> </level> </level> <level label="c"> <text>The charter of a corporation may contain a provision or the board of directors may adopt a resolution that prohibits the corporation from electing to be subject to any or all provisions of this subtitle.</text> </level> <level label="d"> <level label="1"> <text>A corporation shall file articles supplementary with the Department if:</text> <level label="i"> <text>The corporation elects to be subject to any or all provisions of this subtitle by resolution of the board of directors or bylaw amendment; or</text> </level> <level label="ii"> <text>The board of directors adopts a resolution in accordance with subsection (c) of this section that prohibits the corporation from electing to be subject to any or all provisions of this subtitle.</text> </level> </level> <level label="2"> <text>The articles supplementary shall describe any provision of this subtitle to which the corporation:</text> <level label="i"> <text>Has elected to become subject; or</text> </level> <level label="ii"> <text>May not elect to become subject in accordance with the resolution of the board.</text> </level> </level> <level label="3"> <text>Stockholder approval is not required for the filing of articles supplementary in accordance with paragraph (1) of this subsection.</text> </level> </level> </section> <section article="gca" article_name="Corporations and Associations" number="3-803" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="8" subtitle_name="Corporations and Real Estate Investment Trusts -- Unsolicited Takeovers"> <level label="a"> <level label="1"> <text>Except as provided in subsection (f) of this section, notwithstanding any provision in the charter or the bylaws of a corporation, before the first annual meeting of stockholders after a corporation elects to be subject to this subtitle, the board of directors shall designate by resolution, from among its members, directors to serve as class I directors, class II directors, and class III directors.</text> </level> <level label="2"> <text>To the extent possible, the classes shall have the same number of directors.</text> </level> </level> <level label="b"> <text>The term of office of the class I directors shall continue until the first annual meeting of stockholders after the date on which the corporation becomes subject to this subtitle and until their successors are elected and qualify.</text> </level> <level label="c"> <text>The term of office of the class II directors shall continue until the second annual meeting of stockholders after the date on which the corporation becomes subject to this subtitle and until their successors are elected and qualify.</text> </level> <level label="d"> <text>The term of office of the class III directors shall continue until the third annual meeting of stockholders following the date on which the corporation becomes subject to this subtitle and until their successors are elected and qualify.</text> </level> <level label="e"> <text>At each annual meeting of the stockholders of a corporation, the successors to the class of directors whose term expires at that meeting shall be elected to hold office for a term continuing until:</text> <level label="1"> <text>The annual meeting of stockholders held in the third year following the year of their election; and</text> </level> <level label="2"> <text>Their successors are elected and qualify.</text> </level> </level> <level label="f"> <text>This subtitle does not limit the power of a corporation by provision in its charter to:</text> <level label="1"> <text>Confer on the holders of any class or series of preference or preferred stock the right to elect one or more directors; and</text> </level> <level label="2"> <text>Designate the terms and voting powers of the directors, which may vary among the directors.</text> </level> </level> </section> <section article="gca" article_name="Corporations and Associations" number="3-804" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="8" subtitle_name="Corporations and Real Estate Investment Trusts -- Unsolicited Takeovers"> <level label="a"> <text>Notwithstanding any other lesser proportion of votes required by a provision in the charter or the bylaws, but subject to § 2-406(b)(3) or § 8-205(b)(3) of this article the stockholders of a corporation may remove any director by the affirmative vote of at least two-thirds of all the votes entitled to be cast by the stockholders generally in the election of directors.</text> </level> <level label="b"> <text>Subject to § 2-402(a) of this article but notwithstanding any provision in the charter or bylaws, the number of directors of a corporation shall be fixed only by vote of the board of directors.</text> </level> <level label="c"> <level label="1"> <text>Notwithstanding any provision in the charter or bylaws, this subsection applies to a vacancy that results from:</text> <level label="i"> <text>An increase in the size of the board of directors; or</text> </level> <level label="ii"> <text>The death, resignation, or removal of a director.</text> </level> </level> <level label="2"> <text>Each vacancy on the board of directors of a corporation may be filled only by the affirmative vote of a majority of the remaining directors in office, even if the remaining directors do not constitute a quorum.</text> </level> <level label="3"> <text>Any director elected to fill a vacancy shall hold office:</text> <level label="i"> <text>For the remainder of the full term of the class of directors in which the vacancy occurred; and</text> </level> <level label="ii"> <text>Until a successor is elected and qualifies.</text> </level> </level> </level> </section> <section article="gca" article_name="Corporations and Associations" number="3-805" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="8" subtitle_name="Corporations and Real Estate Investment Trusts -- Unsolicited Takeovers"> <text>Notwithstanding any provision in the charter or bylaws, the secretary of a corporation may call a special meeting of stockholders only:</text> <level label="1"> <text>On the written request of the stockholders entitled to cast at least a majority of all the votes entitled to be cast at the meeting; and</text> </level> <level label="2"> <text>In accordance with the procedures set forth under § 2-502(b)(2) and (3) and (e) of this article.</text> </level> </section> <section article="gca" article_name="Corporations and Associations" number="3-901" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="9" subtitle_name="Conversions of Corporations"> <level label="a"> <text>In this subtitle, “other entity” means:</text> <level label="1"> <text>A foreign corporation, as defined in § 1–101 of this article;</text> </level> <level label="2"> <text>A domestic limited liability company, as defined in § 4A–101 of this article;</text> </level> <level label="3"> <text>A foreign limited liability company, as defined in § 4A–101 of this article;</text> </level> <level label="4"> <text>A partnership, as defined in § 9A–101 of this article;</text> </level> <level label="5"> <text>A limited partnership, as defined in § 10–101 of this article, including a limited partnership registered as a limited liability limited partnership under § 10–805 of this article;</text> </level> <level label="6"> <text>A foreign limited partnership, as defined in § 10–101 of this article;</text> </level> <level label="7"> <text>A business trust, as defined in § 1–101 of this article; or</text> </level> <level label="8"> <text>Another form of unincorporated business formed under the laws of this State or the laws of the United States, another state of the United States, a territory, possession, or district of the United States, or a foreign country.</text> </level> </level> <level label="b"> <text>Unless the charter provides otherwise, a Maryland corporation may convert to an other entity by:</text> <level label="1"> <text>Approving the conversion in accordance with § 3–902 of this subtitle; and</text> </level> <level label="2"> <text>Filing for record with the Department articles of conversion executed in the manner required by Title 1 of this article.</text> </level> </level> <level label="c"> <text>An other entity may convert to a Maryland corporation having capital stock by complying with § 3–902 of this subtitle and filing for record with the Department:</text> <level label="1"> <text>Articles of conversion executed in the manner required by Title 1 of this article; and</text> </level> <level label="2"> <text>Articles of incorporation, which shall include the name of the converting other entity, executed in the manner required by Title 2 of this article and otherwise complying with the Maryland General Corporation Law.</text> </level> </level> </section> <section article="gca" article_name="Corporations and Associations" number="3-902" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="9" subtitle_name="Conversions of Corporations"> <level label="a"> <text>A conversion of a Maryland corporation to an other entity shall be approved in the manner provided by this section and in accordance with any additional requirements set forth in the Maryland corporation’s charter.</text> </level> <level label="b"> <text>A conversion of a Maryland corporation need be approved only by a majority of its board of directors if there is no stock outstanding or subscribed for.</text> </level> <level label="c"> <text>The board of directors of a Maryland corporation that proposes to convert to an other entity shall:</text> <level label="1"> <text>Adopt a resolution declaring that the proposed conversion is advisable on substantially the terms and conditions set forth or referred to in the resolution; and</text> </level> <level label="2"> <text>Direct that the proposed conversion be submitted for consideration at an annual or a special meeting of the stockholders.</text> </level> </level> <level label="d"> <text>Notice stating that a purpose of the meeting will be to act on the proposed conversion shall be given by the corporation in the manner required by Title 2 of this article to:</text> <level label="1"> <text>Each of its stockholders entitled to vote on the proposed transaction; and</text> </level> <level label="2"> <text>Each of its stockholders not entitled to vote on the proposed transaction.</text> </level> </level> <level label="e"> <text>The proposed conversion shall be approved by the stockholders of the Maryland corporation by the affirmative vote of two–thirds of all the votes entitled to be cast on the matter.</text> </level> <level label="f"> <text>A conversion of an other entity to a Maryland corporation shall be approved in the manner and by the vote required by its governing document and the laws of the place in which it is incorporated or organized.</text> </level> </section> <section article="gca" article_name="Corporations and Associations" number="3-903" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="9" subtitle_name="Conversions of Corporations"> <level label="a"> <text>In this section, “facts ascertainable outside the articles of conversion” includes:</text> <level label="1"> <text>An action or a determination by any person, including:</text> <level label="i"> <text>The corporation or other entity, as applicable;</text> </level> <level label="ii"> <text>The directors, partners, members, trustees, officers, or other agents of the corporation or other entity; and</text> </level> <level label="iii"> <text>Any other person affiliated with the corporation or other entity; and</text> </level> </level> <level label="2"> <text>Any other event.</text> </level> </level> <level label="b"> <text>Articles of conversion shall be filed for record with the Department.</text> </level> <level label="c"> <text>In a conversion of a Maryland corporation to an other entity, the articles of conversion shall set forth:</text> <level label="1"> <text>The name of the Maryland corporation and the date of filing of its original articles of incorporation with the Department;</text> </level> <level label="2"> <text>The name of the other entity to which the Maryland corporation will be converted and the place of incorporation or organization of the other entity;</text> </level> <level label="3"> <text>A statement that the conversion has been approved in accordance with the provisions of this subtitle;</text> </level> <level label="4"> <text>The manner and basis of converting or exchanging outstanding shares of stock of the corporation into shares of stock, membership interests, partnership interests, beneficial interests, or other ownership interests of the other entity, or other consideration, and the treatment of any issued shares of stock not to be converted or exchanged, any of which may be made dependent on facts ascertainable outside the articles of conversion;</text> </level> <level label="5"> <text>If the other entity is not organized under the laws of this State:</text> <level label="i"> <text>The location of the principal office in the place where it is organized; and</text> </level> <level label="ii"> <text>The name and address of the resident agent in this State; and</text> </level> </level> <level label="6"> <text>Any other provision necessary to effect the conversion.</text> </level> </level> <level label="d"> <text>In a conversion of an other entity to a Maryland corporation, the articles of conversion shall set forth:</text> <level label="1"> <text>The name of the other entity, the date on which the other entity was first created, and the place of incorporation or organization of the other entity;</text> </level> <level label="2"> <text>The name of the Maryland corporation to which the other entity will be converted;</text> </level> <level label="3"> <text>A statement that the conversion has been approved in accordance with the provisions of this subtitle;</text> </level> <level label="4"> <text>The manner and basis of converting or exchanging any outstanding shares of stock, membership interests, partnership interests, beneficial interests, or other ownership interests of the other entity into shares of stock of the Maryland corporation or other consideration, and the treatment of any outstanding shares of stock, membership interests, partnership interests, beneficial interests, or other ownership interests not to be converted or exchanged, any of which may be made dependent on facts ascertainable outside the articles of conversion; and</text> </level> <level label="5"> <text>Any other provision necessary to effect the conversion.</text> </level> </level> <level label="e"> <text>The articles of conversion may contain a future effective time for the articles of conversion that is not later than 30 days after the articles of conversion are accepted for record.</text> </level> </section> <section article="gca" article_name="Corporations and Associations" number="3-904" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="9" subtitle_name="Conversions of Corporations"> <level label="a"> <text>A conversion has the effects provided in this section.</text> </level> <level label="b"> <level label="1"> <text>This subsection applies on the completion of the conversion of a Maryland corporation to an other entity.</text> </level> <level label="2"> <text>The Maryland corporation shall cease to exist as a Maryland corporation and shall continue to exist as the other entity into which the Maryland corporation has converted, and the other entity, for all purposes of the laws of this State, shall be deemed to be the same entity as the converting Maryland corporation.</text> </level> <level label="3"> <level label="i"> <text>All the assets of the Maryland corporation, including any legacies that it would have been capable of taking, shall vest in and devolve on the other entity without further act or deed and shall be the property of the other entity, and the title to any real property vested by deed or otherwise in the Maryland corporation shall not revert or be in any way impaired by reason of a conversion under this subtitle.</text> </level> <level label="ii"> <text>The conversion of the Maryland corporation to an other entity does not affect, invalidate, terminate, suspend, or nullify any licenses, permits, or registrations granted to the Maryland corporation before the conversion.</text> </level> <level label="iii"> <text>Confirmatory deeds, assignments, or similar instruments to evidence the conversion may be executed and delivered at any time in the name of the Maryland corporation by its last acting officers or by the appropriate authorized persons, partners, trustees, or members of the other entity.</text> </level> </level> <level label="4"> <level label="i"> <text>The other entity shall be liable for all the debts and obligations of the Maryland corporation.</text> </level> <level label="ii"> <text>An existing claim, action, or proceeding pending by or against the Maryland corporation may be prosecuted to judgment as if the conversion had not taken place, or, on motion of the other entity or any party, the other entity may be substituted as a party and a judgment against the Maryland corporation constitutes a lien on the property of the other entity.</text> </level> <level label="iii"> <text>A conversion does not impair the rights of creditors or any liens on the property of the Maryland corporation.</text> </level> </level> <level label="5"> <text>Subject to the treatment of the ownership interests of the stockholders of the Maryland corporation under the articles of conversion and to the rights of an objecting stockholder under § 3–202 of this title, the ownership interests of the stockholders of the Maryland corporation cease to exist as stock in the converted Maryland corporation and continue to exist as ownership interests in the other entity.</text> </level> <level label="6"> <text>The conversion of the Maryland corporation to an other entity in accordance with articles of conversion under this subtitle does not affect any debts, obligations, or liabilities of the Maryland corporation or the personal liability of any person incurred before the conversion.</text> </level> <level label="7"> <text>Unless otherwise provided in the articles of conversion, the converting Maryland corporation is not required to wind up its affairs or pay its liabilities and distribute its assets, and the conversion does not constitute dissolution or a transfer of assets or liabilities of the Maryland corporation.</text> </level> <level label="8"> <text>A person becomes liable for any obligation incurred by the Maryland corporation before the completion of the conversion only to the extent provided for by the laws applicable to the other entity.</text> </level> </level> <level label="c"> <level label="1"> <text>This subsection applies on the conversion of an other entity to a Maryland corporation.</text> </level> <level label="2"> <text>The Maryland corporation, for all purposes of the laws of this State, shall be deemed to be the same entity as the converting other entity.</text> </level> <level label="3"> <level label="i"> <text>All the assets of the other entity, including any legacies that it would have been capable of taking, vest in and devolve on the Maryland corporation without further act or deed and shall be the property of the Maryland corporation, and the title to any real property vested by deed or otherwise in the other entity shall not revert or be in any way impaired by reason of a conversion under this subtitle.</text> </level> <level label="ii"> <text>The conversion of the other entity to a Maryland corporation does not affect, invalidate, terminate, suspend, or nullify any licenses, permits, or registrations granted to the other entity before the conversion.</text> </level> <level label="iii"> <text>Confirmatory deeds, assignments, or similar instruments to evidence the conversion may be executed and delivered at any time in the name of the other entity by the appropriate authorized persons, partners, officers, trustees, or members of the other entity or by the officers of the Maryland corporation.</text> </level> </level> <level label="4"> <level label="i"> <text>The Maryland corporation shall be liable for all the debts and obligations of the other entity.</text> </level> <level label="ii"> <text>An existing claim, action, or proceeding pending by or against the other entity may be prosecuted to judgment as if the conversion had not taken place, or, on motion of the other entity or any party, the Maryland corporation may be substituted as a party and a judgment against the other entity constitutes a lien on the property of the Maryland corporation.</text> </level> <level label="iii"> <text>A conversion does not impair the rights of creditors or any liens on the property of the other entity.</text> </level> </level> <level label="5"> <text>The conversion of an other entity to a Maryland corporation in accordance with articles of conversion under this subtitle does not affect any debts, obligations, or liabilities of the other entity or the personal liability of any person incurred before the completion of the conversion.</text> </level> <level label="6"> <text>A person remains liable for any obligation incurred by the other entity before the completion of the conversion only to the extent that the person would have been liable if the conversion had not occurred.</text> </level> <level label="7"> <text>Subject to the treatment of the ownership interests of the owners of the other entity under the articles of conversion, the ownership interests of the owners of the other entity cease to exist as ownership interests in the converted other entity and continue to exist as shares of stock in the Maryland corporation.</text> </level> </level> </section> <section article="gca" article_name="Corporations and Associations" number="3-905" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="9" subtitle_name="Conversions of Corporations"> <level label="a"> <text>In a conversion of an other entity to a Maryland corporation, the stock, membership interests, partnership interests, beneficial interests, or other ownership interests of the other entity may be exchanged for or converted into any one or more of the following:</text> <level label="1"> <text>Stock of the Maryland corporation or stock, evidence of indebtedness, membership interests, partnership interests, beneficial interests, or other ownership interests of any other corporation or other entity, whether or not party to the conversion;</text> </level> <level label="2"> <text>Other tangible or intangible property;</text> </level> <level label="3"> <text>Money; and</text> </level> <level label="4"> <text>Any other consideration.</text> </level> </level> <level label="b"> <text>In a conversion of a Maryland corporation to an other entity, stock of the Maryland corporation may be exchanged for or converted into any one or more of the following:</text> <level label="1"> <text>Stock, evidence of indebtedness, membership interests, partnership interests, beneficial interests, or other ownership interests of the other entity to which the Maryland corporation is converted or of any other corporation or other entity, whether or not party to the conversion;</text> </level> <level label="2"> <text>Other tangible or intangible property;</text> </level> <level label="3"> <text>Money; and</text> </level> <level label="4"> <text>Any other consideration.</text> </level> </level> </section> <section article="gca" article_name="Corporations and Associations" number="3-906" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="9" subtitle_name="Conversions of Corporations"> <level label="a"> <text>The conversion of an other entity to a Maryland corporation shall be completed on the later of:</text> <level label="1"> <text>The incorporation of the Maryland corporation in accordance with Title 2 of this article; or</text> </level> <level label="2"> <text>The effectiveness of articles of conversion filed for record with the Department.</text> </level> </level> <level label="b"> <text>The conversion of a Maryland corporation to an other entity shall be completed on the effectiveness of articles of conversion filed for record with the Department.</text> </level> <level label="c"> <text>Articles of conversion are effective on the later of:</text> <level label="1"> <text>The time the Department accepts the articles of conversion for record; or</text> </level> <level label="2"> <text>The future effective time of the articles of conversion as set forth in articles of conversion that have been accepted by the Department for record.</text> </level> </level> <level label="d"> <level label="1"> <level label="i"> <text>Except as provided in subparagraph (ii) of this paragraph, at the time the conversion of an other entity to a Maryland corporation is completed:</text> <level label="1"> <text>The other entity shall be converted to a Maryland corporation;</text> </level> <level label="2"> <text>The conversion shall have the effects set forth in § 3–904 of this subtitle; and</text> </level> <level label="3"> <text>The corporation shall be subject to all of the provisions of the Maryland General Corporation Law.</text> </level> </level> <level label="ii"> <text>Notwithstanding § 2–102 of this article, the existence of the Maryland corporation shall be deemed to have commenced on the date the other entity commenced its existence in the place in which the other entity was first incorporated, created, formed, or otherwise came into being.</text> </level> </level> <level label="2"> <text>At the time the conversion of a Maryland corporation to an other entity is completed, the conversion shall have the effects set forth in § 3–904 of this subtitle.</text> </level> </level> </section> <section article="gca" article_name="Corporations and Associations" number="3-907" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="9" subtitle_name="Conversions of Corporations"> <level label="a"> <text>Unless the charter of the Maryland corporation or articles of conversion provide otherwise, a proposed conversion of a Maryland corporation to an other entity may be abandoned before the effective date of the articles of conversion by majority vote of the entire board of directors of the Maryland corporation.</text> </level> <level label="b"> <text>Unless the articles of conversion provide otherwise, a proposed conversion of an other entity to a Maryland corporation may be abandoned in the manner and by the vote required by the governing document of the other entity and the laws of the place in which it is incorporated or organized or, if no manner and vote is specified, in the manner and by the vote required to approve the conversion under § 3–902 of this subtitle.</text> </level> <level label="c"> <text>If the articles of conversion have been filed with the Department, notice of the abandonment shall be given promptly to the Department.</text> </level> <level label="d"> <level label="1"> <text>If the proposed conversion is abandoned as provided in this section, no legal liability arises under the articles of conversion.</text> </level> <level label="2"> <text>Abandonment of a conversion under this section does not prejudice the rights of any person under any other contract made by a Maryland corporation in connection with the proposed conversion.</text> </level> </level> </section>