MARVIN MANDEL, Governor                                1495

(1)   Stock, evidence of indebtedness, or other
securities of the successor or any other corporation or
entity, whether or not a party to the transaction;

(2)   Other tangible or intangible property;

(3)   Money; and

(4) Any other consideration.

3-104.

(a) Notwithstanding any other provision of this
subtitle, unless the charter or bylaws of a corporation
provide otherwise, the approval of the stockholders and
articles of transfer OR SHARE EXCHANGE, AS THE CASE MAY
BE, are not required for any:

(1) Transfer of assets by a corporation in
the ordinary course of business actually conducted by it;
[or]

(2) 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; OR

(3) EXCHANGE OF SHARES OF STOCK THROUGH
VOLUNTARY ACTION OR UNDER ANY AGREEMENT WITH THE
STOCKHOLDERS.

3-105.

(a) A consolidation, merger, SHARE EXCHANGE, or
transfer of assets shall be approved in the manner
provided by this section, except [with respect to] THAT:

(1)   A merger of a 90 percent or more owned
subsidiary into its parent [, if the transaction is] NEED
BE approved ONLY in accordance with the provisions of §
3-106 of this subtitle;

(2)   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;

[ (2) ] (3) A TRANSFER OF ASSETS [Maryland
transferee corporation, if the transaction is] NEED BE
approved BY A MARYLAND TRANSFEREE CORPORATION ONLY by its
board of directors and by any other action required by
its charter;

[(3)] (4) A foreign corporation [,] PARTY TO
THE [if the] transaction SHALL HAVE THE TRANSACTION [is]
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; and