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Session Laws, 1951
Volume 603, Page 316   View pdf image (33K)
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316 LAWS OF MARYLAND [CH. 135

corporations owns property the title to which could be affected
by the recording of an instrument among the land records.

(8) If the new corporation to be formed by the consolida-
tion is to be a corporation organized under the laws of another
state, the location of its principal office in said other state,
and the name and post office address of a resident agent of
the new corporation in this State, service of process upon
whom shall bind such corporation in any action, suit or pro-
ceeding pending or thereafter instituted or filed against it
under the provisions of this sub-title until the appointment of
a substitute resident agent is duly certified to the Commission.

(9) As to each of the consolidating corporations organized
under the laws of this State, a statement that the articles
were duly advised by the board of directors and approved by
the stockholders of such corporation in the manner and by
the vote required by this sub-title or by the charter of the
corporation.

(10) As to each of the consolidating corporations organized
under the laws of another state, a statement that the con-
solidation to be effected in accordance therewith was duly
advised, authorized and approved in the manner and by the
vote required by the charter of such corporation and by the
laws of the state under which organized.

(11) All other provisions deemed necessary to effect the
consolidation.

(b) The articles shall be signed and acknowledged in the
name and on behalf of each corporation party to the articles
by its president or a vice-president, the corporate seal shall
be affixed and attested by the secretary or an assistant secre-
tary, and the matters and facts set forth in said articles with
respect to authorization and approval shall be verified under
oath by the chairman or the secretary of the meeting at which
the articles were approved, if a corporation of this State, or
by the president or secretary of the corporation if a corpora-
tion of another state.

65. (Articles of Merger. ) (a) In every case of a merger
the articles of merger shall set forth the terms and conditions
of the merger and the mode of carrying the same into effect,
including:

(1) A statement that the corporations parties to the
articles agree to effect the merger.

(2) The corporation to survive the merger, the state un-
der the laws of which such surviving corporation is formed,
and the name under which such corporation will continue.


 

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Session Laws, 1951
Volume 603, Page 316   View pdf image (33K)
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