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Session Laws, 1970
Volume 695, Page 1954   View pdf image
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1954                             Laws of Maryland                       Ch. 689

of each class or a statement that such shares are without par value,
and, in the case of shares having par value, the aggregate par value
of all such shares of all classes. If the merger is to effect any
amendment changing such information as to the surviving corpora-
tion, the articles shall show such information both prior to and as so
changed by the 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 man-
ner 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.] The
manner and basis of converting or exchanging issued stock of the
merged corporations into different stock or other consideration
pursuant to Section 65(a), and the manner of dealing with any
issued stock of the merged corporations not to be so converted or
exchanged.

(a) (9) As to each corporation organized under the laws of this
State, a statement that the articles were duly advised by the board
of directors and approved by the stockholders (or in the case of a
merger [of a wholly owned subsidiary into its parent corporation,]
pursuant to Section 67 that the articles were duly approved by the
board of directors) of such corporation in the manner and by the
vote required by this subtitle or by the charter of the corporation.

73. Rights of Objecting Stockholders.

(a) Whenever any corporation of this State (1) is consolidated
with another corporation, or (2) is merged with or into another
corporation, or (3) sells, leases, exchanges or otherwise transfers all
or substantially all its property and assets in a manner requiring
action under Section 66 of this article,
or (4) amends its charter
in a manner making this section applicable under Section 10 of this
article, any stockholder of such corporation, who complies with
the conditions in this section provided (but not otherwise), shall,
except as provided below, be entitled to demand and receive payment
of an amount equal to the fair value of his stock. [Objecting stock-
holders of the surviving corporation in the case of a merger shall
not be entitled to receive payment for their stock under this section,
unless the merger alters the contract rights, as expressly set forth
in the charter, of any such outstanding stock and the charter does
not reserve the right to make such amendment.] For all purposes
of this section, the fair value of [such] stock in respect of which
such rights are available
shall be determined as of the close of
business on the day of the stockholders' vote on the action to
which objection is made by the stockholder demanding payment,
excluding any appreciation or depreciation directly or indirectly con-
sequent upon such action or the proposal thereof, except that where
demand is made pursuant to Section 67(d), such determination shall
be made as of the class
CLOSE of business on the date of the accept-
ance for record of the articles of merger by the Department.


 

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Session Laws, 1970
Volume 695, Page 1954   View pdf image
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