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<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>
