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Ch. 1
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8
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LAWS OF MARYLAND
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(3) ANY PUT, CALL, STRADDLE, OR OTHER OPTION OR
PRIVILEGE OF BUYING AN EQUITY SECURITY FROM OR SELLING AN EQUITY
SECURITY TO ANOTHER WITHOUT BEING BOUND TO DO SO.
(J) "INTERESTED STOCKHOLDER" MEANS ANY PERSON (OTHER THAN
THE CORPORATION OR ANY SUBSIDIARY) THAT:
(1) (I) IS THE BENEFICIAL OWNER, DIRECTLY OR
INDIRECTLY, OF 10 PERCENT OR MORE OF THE VOTING POWER OF THE
OUTSTANDING VOTING STOCK OF THE CORPORATION; OR
(II) IS AN AFFILIATE OF THE CORPORATION AND AT
ANY TIME WITHIN THE 2 YEAR PERIOD IMMEDIATELY PRIOR TO THE DATE
IN QUESTION WAS THE BENEFICIAL OWNER, DIRECTLY OR INDIRECTLY, OF
10 PERCENT OR MORE OF THE VOTING POWER OF THE THEN OUTSTANDING
VOTING STOCK OF THE CORPORATION.
(2) FOR THE PURPOSE OF DETERMINING WHETHER A PERSON
IS AN INTERESTED STOCKHOLDER, THE NUMBER OF SHARES OF VOTING
STOCK DEEMED TO BE OUTSTANDING SHALL INCLUDE SHARES DEEMED OWNED
BY THE PERSON THROUGH APPLICATION OF SUBSECTION (D) OF THIS
SECTION BUT MAY NOT INCLUDE ANY OTHER SHARES OF VOTING STOCK
WHICH MAY BE ISSUABLE PURSUANT TO ANY AGREEMENT, ARRANGEMENT, OR
UNDERSTANDING, OR UPON EXERCISE OF CONVERSION RIGHTS, WARRANTS OR
OPTIONS, OR OTHERWISE.
(K) "MARKET VALUE" MEANS:
(1) IN THE CASE OF STOCK, THE HIGHEST CLOSING SALE
PRICE DURING THE 30 DAY PERIOD IMMEDIATELY PRECEDING THE DATE IN
QUESTION OF A SHARE OF SUCH STOCK ON THE COMPOSITE TAPE FOR NEW
YORK STOCK EXCHANGE-LISTED STOCKS, OR, IF SUCH STOCK IS NOT
QUOTED ON THE COMPOSITE TAPE, ON THE NEW YORK STOCK EXCHANGE, OR
IF SUCH STOCK IS NOT LISTED ON SUCH EXCHANGE, ON THE PRINCIPAL
UNITED STATES SECURITIES EXCHANGE REGISTERED UNDER THE SECURITIES
EXCHANGE ACT OF 1934 ON WHICH SUCH STOCK IS LISTED, OR, IF SUCH
STOCK IS NOT LISTED ON ANY SUCH EXCHANGE, THE HIGHEST CLOSING BID
QUOTATION WITH RESPECT TO A SHARE OF SUCH STOCK DURING THE 30 DAY
PERIOD PRECEDING THE DATE IN QUESTION ON THE NATIONAL ASSOCIATION
OF SECURITIES DEALERS, INC. AUTOMATED QUOTATIONS SYSTEM OR ANY
SYSTEM THEN IN USE, OR IF NO SUCH QUOTATIONS ARE AVAILABLE, THE
FAIR MARKET VALUE ON THE DATE IN QUESTION OF A SHARE OF SUCH
STOCK AS DETERMINED BY THE BOARD OF DIRECTORS OF THE CORPORATION
IN GOOD FAITH; AND
(2) IN THE CASE OF PROPERTY OTHER THAN CASH OR STOCK,
THE FAIR MARKET VALUE OF SUCH PROPERTY ON THE DATE IN QUESTION AS
DETERMINED BY THE BOARD OF DIRECTORS OF THE CORPORATION IN GOOD
FAITH.
(L) "SUBSIDIARY" MEANS ANY CORPORATION OF WHICH VOTING
STOCK HAVING A MAJORITY OF THE VOTES ENTITLED TO BE CAST IS
OWNED, DIRECTLY OR INDIRECTLY, BY THE CORPORATION.
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