§ 2-201

Maryland § 2-201

• Jurisdiction: Maryland
• Article gca: Corporations and Associations
• Title: 2

Text

(a) Subject to the provisions of this subtitle, a corporation from time to time may issue:

(1) Stock of any class authorized by its charter; and

(2) Securities convertible into stock of any class authorized by its charter.

(b) The authorization of stock convertible into other stock or securities convertible into stock constitutes an authorization of the stock into which the stock or securities are convertible, without further specific authorization in the charter.

(c) (1) The board of directors of a corporation may, in its sole discretion:

(i) Set the terms and conditions of rights, options, or warrants under a stockholder rights plan; and

(ii) Issue rights, options, or warrants under a stockholder rights plan to designated persons or classes of persons.

(2) The rights, options, or warrants under paragraph (1) of this subsection may, in the sole discretion of the board of directors, include any limitation, restriction, or condition that:

(i) Precludes, limits, invalidates, or voids the exercise, transfer, or receipt of the rights, options, or warrants by designated persons or classes of persons in specified circumstances; or

(ii) Limits for a period not to exceed 180 days the power of a future director, as defined in the stockholder rights plan, to vote for the redemption, modification, or termination of the rights, options, or warrants.