318 LAWS OF MARYLAND [CH. 135

the board of directors and approved by the stockholders (or
in the case of a merger of a wholly owned subsidiary into its
parent corporation, that the articles were duly approved by
the board of directors) 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 corporation organized under the laws of
another state, a statement that the merger to be effected in
accordance therewith was duly advised, authorized and ap-
proved 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
merger.

(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.

66. (Articles of Sale, Lease, Exchange or Transfer. ) (a) In
every case of a sale, lease, exchange or other transfer of all
or substantially all the property and assets of a corporation
of this State, the articles of sale, lease, exchange or transfer
shall set forth the terms and conditions thereof and the mode
of carrying the same into effect, including:

(1) A statement that the transferor corporation agrees to
sell, lease, exchange or transfer all or substantially all its
property and assets.

(2) The name and the post office address of the principal
place of business of such transferee.

(3) The name and state of incorporation of each corpora-
tion party to the articles, and as to each corporation or-
ganized under the laws of another state, the date of incorpo-
ration, whether incorporated under general or by special law,
giving chapter number and year of passage, if incorporated
by special law, and, if the corporation is qualified or regis-
tered to do business in this State, the date of its qualification
or registration.