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Session Laws, 1951
Volume 603, Page 320   View pdf image (33K)
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320 LAWS OF MARYLAND [CH. 135

under oath by the chairman or the secretary of the meeting
at which the articles were approved, if a transferor corpora-
tion organized under the laws of this State, or by the presi-
dent or secretary, if a transferee corporation organized under
the laws of this State or if a corporation organized under the
laws of another state. Where the transferee is not a corpora-
tion, the articles shall be signed and acknowledged by such
transferee.

67. (Effect of Consolidation or Merger. ) Upon a consolida-
tion or merger, in accordance with this sub-title:

(1) The separate existence of the corporations party to
the articles shall cease, except that of the surviving corpora-
tion in the case of a merger.

(2) The new or the surviving corporation shall, if so pro-
vided in the articles, possess any or all the purposes and
powers of the corporations party to the articles and such
other purposes and powers as may be set forth in the articles.

(3) All the property, rights, privileges and franchises, of
whatsoever nature and description, of each of the corpora-
tions party to the articles, including subscriptions for shares
and other choses in action, shall be transferred to, vested in
and devolved upon the new or the surviving corporation,
without further act or deed. Notwithstanding this provision,
confirmatory deeds, assignments or other like instruments,
when deemed desirable to evidence such transfer, vesting or
devolution of any property, right, privilege or franchise, may
at any time, or from time to time, be made and delivered in
the name of the corporation party to the articles by the last
acting officers thereof, or by the corresponding officers of the
new or successor corporation.

(4) The new or the surviving corporation shall be liable
for all the debts and obligations of each of the corporations
so consolidated or merged; and any claim existing or action
or proceeding pending by or against any of such corporations
may be prosecuted to judgment or decree as if such consoli-
dation or merger had not taken place, or the new or the sur-
viving corporation upon motion of such corporation or of any
party, may be substituted as a party in place of the corporation
so consolidated or merged and such judgment or decree
against the corporation so consolidated or merged shall consti-
tute a lien upon the property of the new or surviving corpo-
ration, as the case may be. No consolidation or merger shall,
however, impair in any way the rights of creditors or any liens
upon the property of any corporation party to the articles.


 

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Session Laws, 1951
Volume 603, Page 320   View pdf image (33K)
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