MARVIN MANDEL, Governor

1509

any partnership property; or

(2)      Receive from a general partner or the
partnership any payment, conveyance, or release from
liability [, if at the time the assets of the partnership
are not sufficient to discharge partnership liabilities
to persons not claiming as general or limited partners].

11-102.

(a) The terms "offer," "offer to sell," "sale," and
"sell," as defined in § 11-101 (j) and (m) of this
subtitle, do not include:

(1) Any bona fide pledge or loan;

(2) Any stock dividend, whether the
corporation distributing the dividend is the issuer of
the stock or not, if nothing of value is given by
stockholders for the dividend other than the surrender of
a right to a cash or property dividend when each
stockholder may elect to take the dividend in cash,
property, or stock;

(3)   Any act incident to a class vote by
stockholders, under the certificate of incorporation or
the applicable corporation statute, on a merger,
consolidation, SPLIT-UP, SPIN-OFF, SHARE EXCHANGE,
reclassification of securities, or [sale] TRANSFER of
corporate assets in consideration of the issuance, IN
WHOLE OR IN PART, of securities of another corporation;
or

(4)   Any act incident to a judicially approved
reorganization in which a security is issued:

(i) In exchange for one or more outstanding
securities, claims, or property interests; or

(ii) Partly in such exchange and partly for
cash.

1 1-601.

The following securities are exempted from §§11—205
and 11-501 of this title:

(1) (i) Any security, including a revenue
obligation, issued or guaranteed by the United States,
any state, any political subdivision of a state, or any
agency or corporation or other instrumentality of one or
more of them or by the Development Credit Corporation of
Maryland; or

(ii) Any certificate of deposit for any of
[the] these securities;

11-703.