238 ARTICLE 23.

1935, ch. 551, sec. 33 1/2.

33 1/2. Any one or more corporations of this State, heretofore or here-
after incorporated, may be consolidated with any one or more corpora-
tions of another State or States the laws of which permit such consolida-
tion, and by such consolidation form one new corporation of this State or
of one of such other States. Any one or more corporations of this State,
heretofore or hereafter incorporated, and any one or more corporations of
another State or States may be merged into a corporation of this State or
of another State, if the laws of such other State or States permit such
merger. The word "State" as used herein includes the United States,
any State of the United States, the District of Columbia and any territory
or insular possession of the United States.

Any such consolidation or merger shall be effected in the manner fol-
lowing:

(1) If the new corporation to be formed by the consolidation, or the
corporation to survive the merger, is to be a corporation of this State, there
shall be an agreement of consolidation or of merger, as the case may be, in
which shall be set forth: (a) the matters and facts required in the case
of a consolidation or merger, as the case may be, made pursuant to the
provisions of Section 33 of this Article; and (b) the name and State of
incorporation of each corporation party to said agreement organized under
the laws of another State, with the date of incorporation, whether incor-
porated under general or by special law (giving chapter number and year
of passage if incorporated by special law) and, if it is authorized to do
business in this State, the date of its qualification.

(2) If the new corporation to be formed by the consolidation, or the
corporation to survive the merger, is to be a corporation organized under
the laws of another State, there shall be an agreement of consolidation or
of merger, as the case may be, in which shall be set forth: (a) the name
of the new or the surviving corporation, the State under the laws of which
it will be organized and the location of its principal office in said State;
(b) the name and State of incorporation of each corporation party to said
agreement and, as to each corporation organized under the laws of another
State, the date of incorporation, whether incorporated under general or
by special law (giving chapter number and year of passage if incorporated
by special law) and, if it is authorized to do business in this State, the
date of its qualification; (c) the terms and conditions of the proposed
consolidation or merger and the mode of carrying the same into effect,
specifying the total amount of capital stock of each class of the new or the
surviving corporation to be issued for stock of each class of stock of the
other corporations and the manner of converting the capital stock of each
of such other corporations into stock of the new or the surviving corpora-
tion; (d) the counties of this State in which the principal offices of the
consolidating or merging corporations are located and the counties of this
State in which any of the consolidating or merging corporations (other
than the corporation surviving a merger) owns property the title to which