(i) For certificated shares, physical receipt of a stock certificate and transfer of the stock certificate into the depository's account; and

(ii) For uncertificated shares, receipt by the depository of confirmation of the transfer of the shares into the depository's account.

(7)(i) “Subject corporation” means the Maryland corporation that is the subject of a tender or exchange offer under this section.

(ii) “Subject corporation” includes a Maryland real estate investment trust as defined in Title 8 of this article.

(i) The shares of the subject corporation are registered under the Securities Exchange Act of 1934 immediately prior to the execution of the agreement to merge by the subject corporation;

(ii) The agreement to merge expressly allows or requires the merger to be effected under this section and provides that the merger shall be effected following the consummation of the offer described in item (iii) of this paragraph;

(iii) Subject to paragraph (2) of this subsection, an acquiring entity consummates a tender or exchange offer for any and all of the outstanding shares of the subject corporation that would, except for the application of this section, entitle the holder of the outstanding shares to vote on the merger on the terms provided in the agreement to merge;

(iv) Following the consummation of the offer, the stock irrevocably accepted for purchase or exchange in accordance with the offer and received by the depository before the expiration of the offer, together with the stock otherwise owned by the acquiring entity, a person that owns, directly or indirectly, all of the outstanding equity interest in the acquiring entity, and a direct or indirect wholly owned subsidiary of the acquiring entity or a person that owns, directly or indirectly, all of the outstanding equity interest in the acquiring entity, equals at least that percentage of the shares, and of each class or series of the shares, of the subject corporation that would, except for the application of this section, be required to approve the merger under this article and the charter of the subject corporation;

(v) The acquiring entity merges with or into the subject corporation; and

(vi) Each outstanding share of each class or series of shares of the subject corporation that is the subject of and not irrevocably accepted for purchase or exchange in the offer is converted in the merger into, or into the right to receive, the same amount and kind of cash, property, rights, or securities paid for shares of the class or series of shares of the subject corporation irrevocably accepted for purchase or exchange in the offer.

(i) The acquiring entity;

(ii) A person that owns, directly or indirectly, all of the outstanding equity interest in the acquiring entity; or

(iii) A direct or indirect wholly owned subsidiary of a person described in item (i) or (ii) of this paragraph.

(ii) The approval shall be by a majority vote of the entire board of directors.

(iii) A meeting of the stockholders is not necessary.