Maryland Adjustments refer to the provisions outlined in the Maryland Corporation Law that govern the adjustments that occur in the event of a reorganization or changes in the capital structure of a company incorporated in the state of Maryland. These adjustments ensure that the interests and rights of all parties involved are fairly represented and protected during such changes. There are different types of Maryland Adjustments that may take place depending on the specific circumstances and goals of the company. Some notable types are: 1. Reverse Stock Splits: In case of reorganization, where a company wants to reduce the number of existing shares, a reverse stock split may be implemented. This involves merging multiple outstanding shares into a single share, resulting in a reduction of the overall outstanding shares. 2. Stock Dividends: If a company decides to distribute additional shares to its shareholders as part of a reorganization or capital structure change, it can issue stock dividends. This type of adjustment allows shareholders to receive additional shares proportionate to their current ownership, without affecting the overall capitalization of the company. 3. Conversion Adjustments: When a company goes through a reorganization or changes its capital structure, certain securities or instruments may need to be converted into different types. These conversions could involve converting preferred shares into common shares, debentures into equity, or other similar adjustments to align the interests of different stakeholders. 4. Voting Rights Adjustments: In certain instances, a reorganization or changes in the capital structure might lead to adjustments in voting rights. This type of adjustment ensures that voting powers are redistributed according to the new structure, reflecting the revised ownership and control over the company. 5. Warrant Adjustments: If a company has issued warrants allowing shareholders to purchase additional shares at a predetermined price, reorganization or capital structure changes might necessitate adjustments to these warrants. Such adjustments could involve modifying the exercise price or the number of shares that can be purchased through the warrants. It is important to note that the specific adjustments made in the event of reorganization or changes in the capital structure of a Maryland company depend on various factors, such as the company's specific goals, current structure, and the approval of relevant stakeholders. These adjustments aim to maintain fairness, transparency, and protect the interests of all parties involved, ensuring a smooth transition during periods of change.