1952                             Laws of Maryland                       Ch. 689

(1)    Consolidate with one or more other such corporations to
form a new consolidated corporation; or

(2)    Merge into another such corporation, or have merged into it
one or more other such corporations; or

(3)    Sell, lease, exchange or transfer all, or substantially all, its
property and assets, including its good will and franchises.

In any such consolidation or merger, stock of the corporation may
be converted into or exchanged for, and any sale, lease, exchange
or transfer may be made in consideration of: (i) stock, or evi-
dences of indebtedness, or other securities of the successor corpora-
tion, or (ii) other consideration, which may be stock, evidences of
indebtedness, or other securities of any other corporation or entity,
whether or not a party to the transaction, or (iii) other tangible or
intangible property, or (iv) money, or (v) any combination thereof.

66.    Procedure for Consolidation, Merger, Sale, Lease, Exchange
or Transfer.

(a) Every such consolidation or merger, and every such sale,
lease, exchange or other transfer of all or substantially all the
property and assets of a corporation of this State shall be effected
in accordance with the provisions of subsections (b), (c) and (d)
of this section, except [that a merger of a wholly owned subsidiary
corporation into its parent corporation without amendment of the
charter of such parent corporation may be effected in accordance
with the provisions of Section 67] (i) as provided in Section 67 and
(ii) in the case of a merger effecting no reclassification or change of
any outstanding stock or other amendment of the charter of the sur-
viving corporation, no vote of the stockholders of the surviving
corporation shall be necessary (and in lieu of the requirements of
subsections (b), (c) and (d) of this section, the proposed articles
of merger shall be approved by a majority of the entire board of
directors of the surviving corporation) if the number of shares of
stock, if any, of the surviving corporation to be issued or delivered
in the merger does not exceed fifteen percent of the number of
shares of stock of the same class or series outstanding (before
giving effect to the merger) on the effective date of the merger.

67.    Procedure for Merger of [Wholly Owned] Subsidiary Cor-
poration.

(a)    A merger of a [wholly] ninety per cent or more owned
subsidiary corporation into its parent corporation may be effected
in accordance with the provisions of this section, if no amendment
of the charter of the parent corporation is to be effected thereby.
For purposes of this section, a subsidiary shall be deemed to be
ninety per cent or more owned if the parent corporation owns shares
entitled to cast ninety per cent or more of the votes entitled to be
cast in each group or class of shares which is entitled to vote as
a class or group on the merger of the subsidiary corporation.

(b)    The board of directors of each corporation of this State
proposing to become a party to the merger shall by majority vote
of the entire board of directors adopt a resolution approving the
proposed merger substantially upon the terms and conditions set
forth in a proposed form of articles of merger.