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Session Laws, 1935
Volume 579, Page 1140   View pdf image (33K)
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1140 LAWS OF MARYLAND. [CH. 551

(1) If a consolidation into a new corporation is to be
effected, there shall be an agreement of consolidation in
which shall be set forth: (a) that the consolidating cor-
porations have agreed to consolidate and thereby form a
new corporation; (b) all other matters and facts required
to be stated, and any further provisions which might be
made, in a certificate of incorporation; (c) the total
amount of the authorized capital stock of each of the con-
solidating corporations; (d) the total amount of capital
stock of the new corporation to be issued for stock of the
consolidating corporations, which amount may be greater
or less than the total amount of the stock of the consolidat-
ing corporations then outstanding; (e) the terms and con-
ditions of the proposed consolidation and the mode of car-
rying the same into effect, specifying the total amount of
capital stock of each class of the new corporation to be
issued for stock of each class of each of the consolidating
corporations and the manner of converting the capital stock
of each of the consolidating corporations into stock of the
new corporation; (f) the counties of this State in which
the principal offices of the consolidating corporations are
located and the counties of this State in which any of the
consolidating corporations owns property the title to which
could be affected by the recording of an instrument among
the land records, and if any of such corporations has its
principal office or owns such property in the City of Balti-
more, the agreement of consolidation shall so state; and
(g) all such other provisions and details as may be deemed
necessary to perfect the consolidation.

(2) If a merger into one of the existing corporations
is to be effected, there shall be an agreement of merger in
which shall be set forth: (a) the name of the corporation
to survive the merger; (b) any amendments to the charter
of such surviving corporation to be effected by the merger
(and as to such amendments, the charter shall be deemed
to be amended accordingly upon the receipt for record by
the State Tax Commission of the agreement of merger);
(c) the total amount of the authorized capital stock of
each of the merging corporations; (d) the terms and con-
ditions of the proposed merger and the mode of carrying
the same into effect, specify the total amount of capital
stock of each class of the surviving corporation to be issued
for stock of each class of each of the other corporations
and the manner of converting the capital stock of each of
such other corporations into stock of the surviving cor-
poration; (e) the counties of this State in which the prin-
cipal offices of the merging corporations are located and

 

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Session Laws, 1935
Volume 579, Page 1140   View pdf image (33K)
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