1496

LAWS OF MARYLAND

Ch. 567

[(4)] (5) A [successor in a] merger NEED BE
APPROVED BY A MARYLAND SUCCESSOR ONLY BY A MAJORITY OF
ITS ENTIRE BOARD OF DIRECTORS [,] if:

(i) The merger does not reclassify or change
its outstanding stock or otherwise amend its charter; AND

(ii) The number of its shares of stock to be
issued or delivered in the merger is not more than 15
percent of the number of its shares of the same class or
series outstanding immediately before the merger becomes
effective [; and

(iii) The transaction is approved by a
majority of its entire board of directors].

(b)   The board of directors of each corporation
proposing to consolidate, merge, for] transfer its
assets, OR HAVE ITS STOCK ACQUIRED IN A SHARE EXCHANGE
shall:

(1)    Adopt a resolution which declares that
the proposed transaction is advisable on SUBSTANTIALLY
THE terms and conditions [substantially similar to those]
set forth or referred to in the resolution; and

(2)    Direct that the proposed transaction be
submitted for consideration at either an annual or a
special meeting of the stockholders.

(c)    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:

(1)   Each of its stockholders entitled to vote
on the proposed transaction; and

(2)   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.

(d)    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.

3-106.

(c)(1) 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
[substantially similar to those] set forth or referred to