1500

LAWS OF MARYLAND

[Ch. 311

The only changes are in style.
(U) SUCCESSOR.
"SUCCESSOR" MEANS:

(1)      A NEW CORPORATION FORMED BY
CONSOLIDATION;

(2)   A CORPORATION SURVIVING A MERGER; OR

(3)   A VENDEE, LESSEE, OR OTHER TRANSFEREE IN
A TRANSFER OF ASSETS.

REVISOR'S NOTE: This subsection presently appears as
Art. 23, §2(13).

The only changes are in style.

The term "transfer of assets" is defined in
subsection (v) of this section.

(V) TRANSFER ASSETS.

"TRANSFER ASSETS," "TRANSFER ITS ASSETS," AND
"TRANSFER OF ASSETS" MEAN TO SELL, LEASE, EXCHANGE, OR
OTHERWISE TRANSFER ALL OR SUBSTANTIALLY ALL OF THE ASSETS
OF A CORPORATION.

REVISOR'S NOTE: This subsection is new language
which formalizes the present law's sporadic
use of the term "transfer" where a sale,
lease, or exchange is also clearly
contemplated. This definition avoids
repetition of the phrase "sale, lease,
exchange or other transfer of all or
substantially all the assets of a corporation"
and is intended to refer only to this
transaction. A definition of "assets" has
been added in subsection (d) of this section
and, together, these definitions will avoid
undue repetitiveness and provide uniformity
throughout this article.

1-102. APPLICABILITY AND CONSTRUCTION OF ARTICLE.

(A) ARTICLE APPLIES TO ALL MARYLAND CORPORATIONS.

EXCEPT AS OTHERWISE EXPRESSLY PROVIDED BY STATUTE,
THE PROVISIONS OF THIS ARTICLE APPLY TO EVERY MARYLAND
CORPORATION AND TO ALL THEIR CORPORATE ACTS.

(B)

INCONSISTENCY WITH SPECIAL ACTS.