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Session Laws, 1975
Volume 716, Page 1614   View pdf image
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1614

LAWS OF MARYLAND

[Ch. 311

(IV) IF THERE ARE ANY SHARES OF STOCK WITH
PAR VALUE, THE AGGREGATE PAR VALUE OF ALL THE SHARES OF
ALL CLASSES; AND

(3) THE MANNER AND BASIS OF CONVERTING OR
EXCHANGING ISSUED STOCK OF THE CONSOLIDATING CORPORATIONS
INTO DIFFERENT STOCK OR OTHER CONSIDERATION, AND THE
TREATMENT OF ANY ISSUED STOCK OF THE CONSOLIDATING
CORPORATIONS NOT TO BE CONVERTED OR EXCHANGED.

(C)   MERGERS - ADDITIONAL PROVISIONS.

IN ADDITION TO THE REQUIREMENTS OF SUBSECTION (A) OF
THIS SECTION, ARTICLES OF MERGER SHALL INCLUDE:

(1)   ANY AMENDMENT TO THE CHARTER OF THE
SUCCESSOR TO BE EFFECTED AS PART OF THE MERGER;

(2)   AS TO EACH CORPORATION PARTY TO THE
ARTICLES:

(I)   THE TOTAL NUMBER OF SHARES OF STOCK OF
ALL CLASSES WHICH THE CORPORATION HAS AUTHORITY TO ISSUE;

(II)    THE NUMBER OF SHARES OF STOCK OF EACH
CLASS;

(III)   THE PAR VALUE OF THE SHARES OF STOCK OF
EACH CLASS OR A STATEMENT THAT THE SHARES ARE WITHOUT PAR
VALUE; AND

(IV)   IF THERE ARE ANY SHARES OF STOCK WITH
PAR VALUE, THE AGGREGATE PAR VALUE OF ALL THE SHARES OF
ALL CLASSES;

(3)    IF THE CHARTER OF THE SUCCESSOR IS
AMENDED IN A MANNER WHICH CHANGES ANY OF THE INFORMATION
REQUIRED BY PARAGRAPH (2) OF THIS SUBSECTION, THAT
INFORMATION AS IT WAS BOTH IMMEDIATELY BEFORE AND AS
CHANGED BY THE MERGER; AND

(4)   THE MANNER AND BASIS OF CONVERTING OR
EXCHANGING ISSUED STOCK OF THE MERGING CORPORATIONS INTO
DIFFERENT STOCK OR OTHER CONSIDERATION, AND THE TREATMENT
OF ANY ISSUED STOCK OF THE MERGING CORPORATIONS NOT TO BE
CONVERTED OR EXCHANGED.

(D)   TRANSFERS - ADDITIONAL PROVISIONS.

IN ADDITION TO THE REQUIREMENTS OF SUBSECTION (A) OF
THIS SECTION, ARTICLES OF TRANSFER SHALL INCLUDE:

(1) THE NATURE AND AMOUNT OF THE
CONSIDERATION TO BE PAID, TRANSFERRED, OR ISSUED FOR THE

 

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Session Laws, 1975
Volume 716, Page 1614   View pdf image
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