1502

LAWS OF MARYLAND

Ch. 567

subtitle:

(1) Shall file with the corporation a written
objection to the proposed transaction:

(I)   WITH RESPECT TO A MERGER UNDER § 3-106 OF
THIS TITLE OF A 90 PERCENT OR MORE OWNED SUBSIDIARY INTO
ITS PARENT, WITHIN 30 DAYS AFTER NOTICE IS GIVEN OR
WAIVED UNDER § 3-106; OR

(II) WITH RESPECT TO ANY OTHER TRANSACTION,
at or before the stockholders' meeting at which the
transaction will be considered;

(2)   May not vote in favor of the transaction;
and

(3)    Within 20 days after the Department
accepts the articles for record, shall make a written
demand on the successor for payment for his stock,
stating the number and class of shares for which he
demands payment.

(b) 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.

3-204.

A stockholder who demands payment for his stock
under this subtitle:

(1)   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
[the stockholders voted on the transaction objected to]
AS AT WHICH FAIR VALUE IS TO BE DETERMINED UNDER § 3-202
OF THIS SUBTITLE; and

(2) Ceases to have any rights of a
stockholder with respect to that stock, except the right
to receive payment of its fair value.

3-211.

(c)(1) 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 [the
stockholders voted on the action objected to] AS AT WHICH
FAIR VALUE IS TO BE DETERMINED UNDER § 3-202 OF THIS
SUBTITLE.

(2)        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: