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Session Laws, 1935
Volume 579, Page 1144   View pdf image (33K)
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1144 LAWS OF MARYLAND. [CH. 551

ganized under the laws of another State, with 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.

(2) If the new corporation to be formed by the con-
solidation, 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 un-
der 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 incorpor-
ated 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 to-
tal 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 convert-
ing the capital stock of each of such other corporations into
stock of the new of the surviving corporation; (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 surviv-
ing a merger) 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 prin-
cipal office or owns such property in the City of Baltimore,
the agreement shall so state; and (e) the name and ad-
dress of an agent of the new or surviving corporation, as
the case may be, resident in this State, service of process
upon whom shall bind such corporation in any action or
proceeding instituted, filed or pending against it under the
provisions of Section 34 or Section 35 of this Article until
the appointment of a substitute is duly certified to the
State Tax Commission.

(3) The agreement of consolidation or of merger, as
the case may be, shall be advised by the board of direc-
tors and approved by the stockholders of each corpora-
tion of this State party thereto in the manner and by the

 

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Session Laws, 1935
Volume 579, Page 1144   View pdf image (33K)
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