3594

(a) Every corporation organized pursuant to the provisions of this subtitle may purchase, receive, take or acquire, own and hold, sell, exchange, transfer and dispose, pledge, use and negotiate its own shares. No corporation organized in such manner may, however:\n(1) Use its funds or assets for the purpose of acquiring its own corporate capital stock when the capital of the corporation has been impaired or when such use results in the impairment of the corporate capital; except, that the corporation may purchase or redeem with its own capital its preferred or special shares or, should there be no preferred or special outstanding shares, any of its own shares, should said shares were to be retired from circulation, once acquired by the corporation and the corporate capital is reduced pursuant to the provisions of §§ 3683 and 3684 of this title;\n(2) purchase, for a price higher than that for which they could then be redeemed at that time, any of its shares which are redeemable at the option of the corporation, or\n(3) redeem any of its shares unless such redemption is authorized by subsection (b) of § 3581 of this title, and the same is carried out as provided in said section and

option of the corporation, or\n(3) redeem any of its shares unless such redemption is authorized by subsection (b) of § 3581 of this title, and the same is carried out as provided in said section and in the certificate of incorporation.\n(b) Nothing set forth in this section limits or affects the right of a corporation to resell any of its shares purchased or redeemed with its surplus funds, and which have not been retired, on the terms fixed by the board of directors.\n(c) The shares of its own capital stock which belong to the corporation or to any other corporation, if the majority of the voting shares in the election of directors of such other corporation is held directly or indirectly by the corporation, shall neither be voting shares nor count to determine quorum. Nothing contained in this section shall be construed as limiting the right of any corporation to vote in representation of its own stock, including, but not limited to, its own stock held by it in a fiduciary capacity.\n(d) The shares which have been designated for redemption shall not be deemed as outstanding shares for voting purposes or for determining the total number of voting shares on any matter as of the

y.\n(d) The shares which have been designated for redemption shall not be deemed as outstanding shares for voting purposes or for determining the total number of voting shares on any matter as of the date on which written notice of the redemption is sent to the holders of such shares and a sum sufficient to pay the redemption price of such shares is irrevocably deposited or reserved.\nHistory —Dec. 16, 2009, No. 164, § 5.14.