CHAPTER 262

FORMERLY

SENATE BILL NO. 324

AN ACT TO AMEND CHAPTER 1, TITLE 8, SECTION 262, OF THE DELAWARE CODE, RELATING TO APPRAISAL RIGHTS UNDER THE GENERAL CORPORATION LAW.

BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF DELAWARE (Two-Thirds of all members elected to each house of the General Assembly concurring therein):

Section 1. Amend Section 262(a), Chapter 1, Title 8, Delaware Code, by deleting the "." at the end of the last sentence thereof and adding the following thereto:

"; and the words 'depository receipt' mean a receipt or other Instrument issued by a depository representing an interest in one or more shares, or fractions thereof, solely of stock of a corporation, which stock is deposited with the depository."

Section 2. Amend Section 262(b)(1), Chapter 1, Title 8, Delaware Code, by deleting the word "which" following the words "class or series of stock" and inserting in lieu thereof the following: ", which stock, or depository receipts in respect thereof".

Section 3. Amend Section 262(b)(l) Chapter 1. Title 8, Delaware Code, by deleting the word "stockholders" appearing in clause (11) thereof and inserting in lieu thereof the word "holders".

Section 4. Amend Section 262(b)(2)a., Chapter 1, Title 8, Delaware Code, by deleting the ";" at the end thereof and adding thereto the following: ", or depository receipts in respect thereof;".

Section 5. Amend Section 262(b)(2)b., Chapter 1, Title 8, Delaware Code, by deleting the word "which" following the word "corporation" and inserting in lieu thereof the following: ", or depository receipts in respect thereof, which shares of stock or depository receipts".

Section 6. Amend Section 262(b)(2)b., Chapter 1, Title 8. Delaware Code, by deleting the word "stockholders" at the end thereof and inserting in lieu thereof the word "holders".

Section 7. Amend Section 262(b)(2)c., Chapter 1, Title 8, Delaware Code, by- deleting the words "of the corporations" and inserting in lieu thereof the words "or fractional depository receipts".

Section 8. Amend Section 262(b)(2)d., Chapter 1, Title 8. Delaware

Code, by inserting the following immediately after the words "shares of stock": ", depository receipts".

Section 9. Amend Section 262(b)(2)d., Chapter 1, Title 8, Delaware

Code, by inserting the following immediately after the words "fractional shares": "or fractional depository receipts".

Section 10. This Act shall become effective July 1, 1994, and shall apply only with respect to mergers or consolidations consummated pursuant to an agreement of merger or consolidation entered into after July 1, 1994.

Approved June 27, 1994.