SPIRO T. AGNEW, Governor                      1323

sion] Department and the fees and bonus tax, if any, provided by law-
shall be paid.

68.    Articles of Consolidation.

(a) (8) If the new corporation to be formed by the consolidation
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 proceeding pending or thereafter instituted or
filed against it under the provisions of this subtitle until the ap-
pointment of a substitute resident agent is duly certified to the
[Commission] Department.

(b)    The articles shall be signed and acknowledged in the name
and on behalf of each corporation party to the articles by its presi-
dent or a vice-president, the corporate seal shall be affixed and at-
tested by the secretary or an assistant secretary, 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, or by the presi-
dent, a vice-president, the secretary or an assistant secretary of the
corporation, if a corporation of this State, or by the president [or],
a vice-president, the secretary or an assistant secretary of the cor-
poration if a corporation of another state.

69.    Articles of Merger.

(a) (6) The number of shares of stock, if any, of each class of
the surviving corporation to be issued for shares of stock of each
class of each of the corporations party to the articles, which number
may be greater or less than the number of shares of the corporations
party to the articles of any or all classes then outstanding; the manner
of converting the stock of each of the corporations party to the articles
into stock of the surviving corporation; and the nature and amount
of any other consideration to be paid, transferred or issued by or on
behalf of the surviving corporation for shares of stock of each class
of each of the corporations party to the articles.

(a) (8) If the surviving corporation is 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 surviving 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 subtitle until the appointment of a substitute
resident agent is duly certified to the [Commission] Department.

(b)    The articles shall be signed and acknowledged in the name
and on behalf of each corporation party to the articles by its presi-
dent or a vice-president, the corporate seal shall be affixed and at-
tested by the secretary or an assistant secretary, 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, or by the presi-
dent, a vice-president, the secretary or an assistant secretary of the
corporation, if a corporation of this State, or by the president [or] ,
a vice-president, the secretary or an assistant secretary of the cor-
poration if a corporation of another state.