Marvin Mandel, Governor                       1953

(c)    No meeting of stockholders of either corporations need be
called or held, but upon approval of the proposed articles by
majority vote of the entire board of directors as aforesaid, [and after
notice to all stockholders of such parent corporation (if a cor-
poration of this State) at least thirty days prior to filing,] articles
in substantially the form so approved shall be filed for record with
the Department, and the fees and bonus tax, if any, provided by
law shall be paid.

(d)    If the parent corporation owns less than all of the out-
standing stock of the subsidiary corporation, it shall, within ten
days after the articles of merger have been accepted for record by
the Department, mail to each minority stockholder of record on the
date of such acceptance a copy of the articles of merger and a notice
stating that such minority stockholder is entitled to demand and
receive payment of the fair value of his stock within twenty SIXTY
days from the date on which such notice was given (which date shall
be specified in the notice). Any such minority stockholder shall have
the right to receive such payment by making upon the successor
corporation, within such twenty SIXTY-day period, written demand
for payment of his stock, stating the number and class of shares for
which payment is demanded. In such case, the provisions of sub-
sections (a), (c) (except the first sentence), (d) (e), (f), (g),
(h), (i), (j) and (l) of Section 78 shall be applicable, and any
stockholder who fails to make such written demand within the
twenty SIXTY-day period provided in this subsection shall be bound
by the terms of the merger.

[(d)] (e). For each party to the articles which is a corpora-
tion organized under the laws of another state, the articles shall
be duly advised, authorized and approved in the manner and by the
vote required by the charter of the corporation and the laws of the
state under which organized.

[(e)] (f) The articles shall become effective as provided in
Section 66.

68.    Articles of Consolidation.

(a) (6) [The number of shares of stock, if any, of each class of
the new corporation to be issued for shares of stock of each class of
each of the consolidating corporations, which number may be greater
or less than the number of shares of the consolidating corporations
of any or all classes then outstanding; the manner of converting the
stock of each of the consolidating corporations into stock of the new
corporation; and the nature and amount of any other consideration
to be paid, transferred or issued by the new corporation for shares
of stock of each class of each of the consolidating corporations.] The
manner and basis of converting or exchanging issued stock of
the consolidated corporations into different stock or other considera-
tion pursuant to Section 65(a), and the manner of dealing with any
issued stock of the consolidated corporations not to be so converted
or exchanged.

69.    Articles of Merger.

(a) (5) As to each of the corporations party to the articles, the
total number of shares of stock of all classes which the corporation
has authority to issue, and the number and par value of the shares