MARVIN MANDEL, Governor

1619

DATE THE ARTICLES OF CONSOLIDATION OR MERGER WERE FILED,
HOWEVER, THE FAILURE TO FILE THIS CERTIFICATE DOES NOT
INVALIDATE THE CONSOLIDATION OR MERGER.

REVISOR'S NOTE: This section presently appears as
Art. 23, §66(i). The section is organized to
clarify the different procedures where the
successor is a Maryland or foreign
corporation,

The only other changes are in style.

3-114. EFFECT OF CONSOLIDATION OR MERGER.

(A)   GENERAL RULE.

CONSUMMATION OF A CONSOLIDATION OR MERGER HAS THE
EFFECTS PROVIDED IN THIS SECTION.

(B)   CESSATION OF SEPARATE EXISTENCE.

THE SEPARATE EXISTENCE OF EACH CORPORATION PARTY TO
THE ARTICLES, EXCEPT THE SUCCESSOR, CEASES.

(C)   POWERS OF NEW CORPORATION.

IN ADDITION TO ANY OTHER PURPOSES AND POWERS SET
FORTH IN THE ARTICLES, IF THE ARTICLES PROVIDE, THE
SUCCESSOR HAS THE PURPOSES AND POWERS OF EACH CORPORATION
PARTY TO THE ARTICLES.

(D)    TRANSFER OF PROPERTY, RIGHTS, PRIVILEGES, AND
FRANCHISES.

(1)   THE ASSETS OF EACH CORPORATION PARTY TO
THE ARTICLES, INCLUDING ANY LEGACIES WHICH IT WOULD HAVE
BEEN CAPABLE OF TAKING, TRANSFER TO, VEST IN, AND DEVOLVE
ON THE SUCCESSOR WITHOUT FURTHER ACT OR DEED.

(2)    CONFIRMATORY DEEDS, ASSIGNMENTS, OR
SIMILAR INSTRUMENTS TO EVIDENCE THE TRANSFER MAY BE
EXECUTED AND DELIVERED AT ANY TIME IN THE NAME OF THE
TRANSFERRING CORPORATION:

(I)   BY ITS LAST ACTING OFFICERS; OR

(II)    BY THE APPROPRIATE OFFICERS OF THE
SUCCESSOR.

(E)   SUCCESSOR LIABLE FOR DEBTS AND OBLIGATIONS.

(1) THE SUCCESSOR IS LIABLE FOR ALL THE DEBTS
AND OBLIGATIONS OF EACH NON-SURVIVING CORPORATION. AN
EXISTING CLAIM, ACTION, OR PROCEEDING PENDING BY OR