THEODORE R. MCKELDIN, GOVERNOR 313

are entitled to vote separately thereon, then by two-thirds of
each class.

(4) For each corporation organized under the laws of
another state, and for each transferee corporation whether
organized under the laws of this or another state, the articles
shall be duly advised, authorized and approved in the manner
and by the vote required by the charter of the corporation and
the laws of the State Tinder which organized.

(5) Articles in substantially the form so approved shall be
filed for record with the Commission, and the fees and bonus
tax, if any, provided by law shall be paid.

(6) The Commission shall prepare a certificate or certifi-
cates of consolidation, merger, or transfer, as the case may
be, giving the names of the parties to the articles, the name
and the location of the principal office or place of business of
the new or the surviving corporation or of the transferee, and
the time of the acceptance of the articles for record by the
Commission. In addition to other provisions of law with
respect to recordation, one of such certificates shall be trans-
mitted by the Commission to the Clerk of Court of each county
in this State in which the principal offices of the consolidating,
merging or transferor corporations are located and of each
county of this State in which the articles show any of said
consolidating, merging or transferor corporations, other than
the corporation surviving the merger, owns property the title
to which could be affected by the recording of an instrument
among the land records. Upon receipt of said certificate, the
Clerk of Court shall promptly record the same among the
charter records, if it relates to the location of a principal office,
and among the land records, if it relates to property the title
of which could be affected by the recording of an instrument
among the land records.

(7) Notwithstanding the foregoing provisions of this sec-
tion, the proposed consolidation, merger or transfer may be
abandoned prior to the effective date of the articles, but not
later than thirty days after the last meeting of stockholders
of any corporation party to the proposed articles at which the
action was approved:

(i) If the articles so provide, by majority vote of the entire
board of directors of any corporation of this State party to
the articles; or

(ii) Unless the articles otherwise provide, by majority vote
of the entire board of directors of every corporation of this
State party to the articles.