MARVIN MANDEL, Governor                                1503

(i) The price which the successor offered for
the stock;

(ii) The financial statements and other
information furnished to the stockholder; and

(iii) Any other circumstances it considers
relevant.

3-213.

(a) A successor which acquires the stock of an
objecting stockholder ("may receive] IS ENTITLED TO 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.

(c) Unless the articles [otherwise] provide
OTHERWISE, stock in the successor of a consolidation,
[or] merger, OR SHARE EXCHANGE otherwise deliverable in
exchange for the stock of an objecting stockholder has
the status of authorized but unissued stock of the
successor. However, a proceeding for reduction of the
capital of the successor is not necessary to retire the
stock or to reduce the capital of the successor
represented by the stock.

4-303.

If there is an election to have no board of
directors:

(1)    The stockholders [shall manage the
business and affairs of the corporation by their direct
action and] may exercise all powers of directors, AND THE
BUSINESS AND AFFAIRS OF THE CORPORATION SHALL BE MANAGED
UNDER THEIR DIRECTION;

(2)    The stockholders of the corporation are
responsible for taking any action required by law to be
taken by the board of directors;

(3)    Action by stockholders shall be taken by
the voting of shares of stock as provided in this
article;

(4)    The stockholders may take any action for
which this article otherwise would require both a
resolution of directors and a vote of stockholders;

(5)    By the affirmative vote of a majority of
all the votes entitled to be cast, the stockholders may
take any action for which this article otherwise would
require a vote of a majority of the entire board of
directors;