Maryland Corporations and Associations Section 3-202

      (a)      Except as provided in subsection (c) of this section, a stockholder of a Maryland corporation has the right to demand and receive payment of the fair value of the stockholder's stock from the successor if:

            (1)      The corporation consolidates or merges with another corporation;

            (2)      The stockholder's stock is to be acquired in a share exchange;

            (3)      The corporation transfers its assets in a manner requiring action under § 3-105(e) of this title;

            (4)      The corporation amends its charter in a way which alters the contract rights, as expressly set forth in the charter, of any outstanding stock and substantially adversely affects the stockholder's rights, unless the right to do so is reserved by the charter of the corporation; or

            (5)      The transaction is governed by § 3-602 of this title or exempted by § 3-603(b) of this title.

      (b)      (1)      Fair value is determined as of the close of business:

                  (i)      With respect to a merger under § 3-106 of this title of a 90 percent or more owned subsidiary with or into its parent corporation, on the day notice is given or waived under § 3-106; or

                  (ii)      With respect to any other transaction, on the day the stockholders voted on the transaction objected to.

            (2)      Except as provided in paragraph (3) of this subsection, fair value may not include any appreciation or depreciation which directly or indirectly results from the transaction objected to or from its proposal.

            (3)      In any transaction governed by § 3-602 of this title or exempted by § 3-603(b) of this title, fair value shall be value determined in accordance with the requirements of § 3-603(b) of this title.

      (c)      Unless the transaction is governed by § 3-602 of this title or is exempted by § 3-603(b) of this title, a stockholder may not demand the fair value of the stockholder's stock and is bound by the terms of the transaction if:

            (1)      The stock is listed on a national securities exchange, is designated as a national market system security on an interdealer quotation system by the National Association of Securities Dealers, Inc., or is designated for trading on the NASDAQ Small Cap Market:

                  (i)      With respect to a merger under § 3-106 of this title of a 90 percent or more owned subsidiary with or into its parent corporation, on the date notice is given or waived under § 3-106; or

                  (ii)      With respect to any other transaction, on the record date for determining stockholders entitled to vote on the transaction objected to;

            (2)      The stock is that of the successor in a merger, unless:

                  (i)      The merger alters the contract rights of the stock as expressly set forth in the charter, and the charter does not reserve the right to do so; or

                  (ii)      The stock is to be changed or converted in whole or in part in the merger into something other than either stock in the successor or cash, scrip, or other rights or interests arising out of provisions for the treatment of fractional shares of stock in the successor;

            (3)      The stock is not entitled, other than solely because of § 3-106 of this title, to be voted on the transaction or the stockholder did not own the shares of stock on the record date for determining stockholders entitled to vote on the transaction;

            (4)      The charter provides that the holders of the stock are not entitled to exercise the rights of an objecting stockholder under this subtitle; or

            (5)      The stock is that of an open-end investment company registered with the Securities and Exchange Commission under the Investment Company Act of 1940 and the value placed on the stock in the transaction is its net asset value.