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13
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HARRY HUGHES, Governor
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(D) (1) UNLESS THE CHARTER OR BYLAWS OF THE CORPORATION
SPECIFICALLY PROVIDES OTHERWISE, THE REQUIREMENTS OF § 3-602 DO
NOT APPLY TO BUSINESS COMBINATIONS OF A CORPORATION THAT, ON JULY
1, 1983, HAD AN EXISTING INTERESTED STOCKHOLDER, WHETHER A
BUSINESS COMBINATION IS WITH THE EXISTING STOCKHOLDER OR WITH ANY
OTHER PERSON THAT BECOMES AN INTERESTED STOCKHOLDER AFTER JULY 1,
1983, OR THEIR PRESENT OR FUTURE AFFILIATES, UNLESS, AT ANY TIME
AFTER JULY 1, 1983, THE BOARD OF DIRECTORS OF THE CORPORATION
ELECTS BY RESOLUTION TO BE SUBJECT, IN WHOLE OR IN PART,
SPECIFICALLY, GENERALLY, OR GENERALLY BY TYPES, AS TO
SPECIFICALLY IDENTIFIED OR UNIDENTIFIED INTERESTED STOCKHOLDERS,
TO THE REQUIREMENTS OF § 3-602.
(2) THE CHARTER OR BYLAWS OF THE CORPORATION MAY
PROVIDE THAT IF THE BOARD OF DIRECTORS ADOPTS A RESOLUTION UNDER
SUBSECTION (D)(1) OF THIS SECTION, THE RESOLUTION SHALL BE
SUBJECT TO APPROVAL OF THE STOCKHOLDERS IN THE MANNER AND BY THE
VOTE SPECIFIED IN THE CHARTER OR THE BYLAWS.
(3) AN ELECTION UNDER THIS SUBSECTION MAY BE ADDED TO
BUT MAY NOT BE ALTERED OR REPEALED EXCEPT BY A CHARTER AMENDMENT
ADOPTED BY A VOTE OF STOCKHOLDERS MEETING THE REQUIREMENTS OF
SUBSECTION (E)(1)(III) OF THIS SECTION.
(4) IF A CORPORATION ELECTS UNDER THIS SUBSECTION (D)
TO BE INCLUDED WITHIN THE PROVISIONS OF THIS SUBTITLE GENERALLY,
WITHOUT QUALIFICATION OR LIMITATION, IT SHALL FILE WITH THE
DEPARTMENT ARTICLES SUPPLEMENTARY INCLUDING A COPY OF THE
RESOLUTION MAKING THE ELECTION AND A STATEMENT DESCRIBING THE
MANNER IN WHICH THE RESOLUTION WAS ADOPTED. THE ARTICLES
SUPPLEMENTARY SHALL BE EXECUTED IN THE MANNER REQUIRED BY TITLE 1
OF THIS ARTICLE. THE ARTICLES SUPPLEMENTARY CONSTITUTE ARTICLES
SUPPLEMENTARY UNDER SECTION 1-101(E)(2) OF THIS TITLE, BUT DO NOT
CONSTITUTE AN AMENDMENT TO THE CHARTER.
(E) (1) UNLESS THE CHARTER OF THE CORPORATION PROVIDES
OTHERWISE, THE REQUIREMENTS OF § 3-602 OF THIS SUBTITLE DO NOT
APPLY TO ANY BUSINESS COMBINATION OF:
(I) A CLOSE CORPORATION AS DEFINED IN §
4-101(B) OF THIS ARTICLE;
(II) A CORPORATION HAVING FEWER THAN 100
BENEFICIAL OWNERS OF ITS STOCK;
(III) A CORPORATION WHOSE ORIGINAL ARTICLES OF
INCORPORATION HAVE A PROVISION, OR WHOSE STOCKHOLDERS ADOPT A
CHARTER AMENDMENT AFTER JUNE 30, 1983 BY A VOTE OF AT LEAST 80
PERCENT OF THE VOTES ENTITLED TO BE CAST BY OUTSTANDING SHARES OF
VOTING STOCK OF THE CORPORATION, VOTING TOGETHER AS A SINGLE
VOTING GROUP AND TWO-THIRDS OF THE VOTES ENTITLED TO BE CAST BY
PERSONS (IF ANY) WHO ARE NOT INTERESTED STOCKHOLDERS OF THE
CORPORATION, VOTING TOGETHER AS A SINGLE VOTING GROUP, EXPRESSLY
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