212 CORPORATIONS. [ART. 23

therein stated, not exceeding the longest unexpired time of the charter
of one of the merging or consolidating corporations. The agreement
may provide that one of the said consolidating corporations shall cease
to exist and become merged into the other.

Every such agreement must have the approval of the Insurance Com-
missioner of this State, and of the official head of the Insurance Depart-
ment of the State under which said foreign corporation is organized.
Upon filing such agreement with said certificates of the secretaries, and
the approval of the said Insurance Commissioner, and of the official
head of the Insurance Department of said State or Territory, in the
office of the Insurance Commissioner of Maryland and in the office of
the said official head of the Insurance Department of such other State
or Territory, and a certified copy thereof in the office of the Clerk of
the County where the office of the said Maryland corporation is located,
and in the office of the Clerk of the County where the office of said
foreign corporation is located, the details of such agreement may he
carried into effect as provided therein.

The corporation may require the return of the original certificates of
stock held by each stockholder in each of the corporations to be merged
or consolidated, and issue in lieu thereof new certificates for each num-
ber of shares of its own stock as such stockholder may be entitled to
receive.

Upon such merger or consolidation all the rights, franchises and inter-
est of the corporations so merging or consolidating in and to every
specie of property and thing in action belonging to them, or either of
them, shall be deemed to be transferred to and vested in the new cor-
poration, without any other deed or transfer, and the new corporation
shall hold and enjoy the same to the same extent as if the old corpora-
tions, or either of them, should have continued to retain their titles and
transact business.

The new corporation shall be authorized to receive from the official
head of the Insurance Department of said other State or Territory any
and all securities which under the laws of said State or Territory may
have been deposited with him by any of said old corporations, provided
said depository be authorized by the law of said State or Territory to
transfer the same to said new corporation.

The new corporation shall succeed to all the obligations and liabilities
of the old corporation, or any of them, and shall be held liable to pay
and discharge all such debts and liabilities in the same manner as if
they had been incurred or contracted by it. The stockholders of the old
corporations shall continue subject to all the liabilities, claims and
demands existing against them, or either of them, at or before said
merger or consolidation. No action or proceeding pending at the time
of consolidation in which any or all of the said old corporations may
be a party shall abate or. discontinue by reason of the merger or consoli-
dation, but the same may be prosecuted to final judgment in the same
manner as if the merger or consolidation had not taken place, or the new.