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<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>
