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Session Laws, 1967
Volume 681, Page 1324   View pdf image (33K)
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1324                           LAWS OF MARYLAND                      [CH. 649

70. Articles of Sale, Lease, Exchange or Transfer.

(a) (4) The nature and amount of the consideration to be paid,
transferred or issued by or on behalf of the transferee for the prop-
erty and assets of the transferor corporation.

(a) (6) If the transferee 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 transferee 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 pro-
visions of this subtitle until the appointment of a substitute resident
agent is duly certified to the [Commission] Department.

(a) (7) If the transferee is a non-resident of this State, but not
a corporation, the name and post office address of a resident agent
of the transferee in this State, service of process upon whom shall
bind such transferee in any action, suit or proceeding 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.

(a) (8) AS TO EACH TRANSFEROR CORPORATION, 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 SUBTITLE OR BY
THE CHARTER OF THE CORPORATION.

(a) (9) AS TO EACH TRANSFEREE CORPORATION, A
STATEMENT THAT THE TRANSFER TO BE EFFECTED 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.

(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 secre-
tary of the meeting at which the articles were approved, or by the
president, a vice-president, the secretary or an assistant secretary of
the corporation,
if a FOR THE transferor corporation, organized
under the laws of this State, or
AND by the president [or] , a vice-
president, the
secretary or an assistant secretary, if a FOR THE
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 corporation, the articles shall be signed and ac-
knowledged by such transferee.

73. Rights of Objecting Stockholders

(b) Any stockholder of any corporation of this State desiring to
receive payment of the fair value of his stock in accordance with this
section, (1) shall prior to, or at, the meeting of stockholders file with
such corporation objection in writing to the proposed action sub-
mitted; (2) shall not vote in favor of such action; (3) shall within

 

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Session Laws, 1967
Volume 681, Page 1324   View pdf image (33K)
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