Maryland Code § CA-3-708

Section CA-3-708
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(a) Unless the charter or bylaws provide otherwise, before a control share
acquisition has occurred, if voting rights for control shares are approved at a meeting
held under § 3-704 of this subtitle and the acquiring person is entitled to exercise or
direct the exercise of a majority or more of all voting power, all stockholders of the
corporation (other than the acquiring person) have the rights of objecting
stockholders as provided in Subtitle 2 of this title.
(b) For purposes of applying the provisions of Subtitle 2 of this title to
stockholders under this section, the corporation shall be deemed to be a successor in
a merger and the date of the most recent approval of voting rights referred to in

subsection (a) of this section shall be deemed to be the date of filing of articles of
merger for record with the Department.
(c) The notice required by § 3-207 of this title shall also state that
stockholders (other than the acquiring person) are entitled to the rights of objecting
stockholders under Subtitle 2 of this title and shall include a copy of this section and
Subtitle 2 of this title.
(d) For purposes of applying the provisions of Subtitle 2 of this title to this
section:
(1) "Fair value" may not be less than the highest price per share paid
by the acquiring person in the control share acquisition; and
(2) §§ 3-202(c) and 3-203(a)(1) and (2) of this title do not apply.

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