1620

LAWS OF MARYLAND

[Ch. 311

AGAINST ANY NON-SURVIVING CORPORATION MAY BE PROSECUTED
TO JUDGMENT AS IF THE CONSOLIDATION OR MERGER HAD NOT
TAKEN PLACE, OR, ON MOTION OF THE SUCCESSOR OR ANY PARTY,
THE SUCCESSOR MAY BE SUBSTITUTED AS A PARTY[[. A]], AND
THE JUDGMENT [[OR DECREE]] AGAINST THE NON-SURVIVING
CORPORATION CONSTITUTES A LIEN ON THE PROPERTY OF THE
SUCCESSOR.

(2) A CONSOLIDATION OR MERGER DOES NOT IMPAIR
THE RIGHTS OF CREDITORS OR ANY LIENS ON THE PROPERTY OF
ANY CORPORATION PARTY TO THE ARTICLES.

(F)           BYLAWS OF SUCCESSOR CORPORATION IN

CONSOLIDATION.

UNLESS THE ARTICLES PROVIDE OTHERWISE, UNTIL THE
FIRST MEETING OF STOCKHOLDERS, THE BOARD OF DIRECTORS OF
A MARYLAND CORPORATION FORMED BY CONSOLIDATION HAS FULL
POWER TO MAKE, ALTER, AND REPEAL BYLAWS WHICH HAVE THE
SAME STATUS AS BYLAWS ADOPTED BY THE STOCKHOLDERS.

REVISOR'S NOTE: This section presently appears as
Art. 23, § 71.

In subsection (d)(2) of this section, the term
"appropriate officers" is substituted for the
somewhat ambiguous "corresponding officers."

The only other changes are in style.

For the definition of the term "assets," see
§1-101.

Sec. 1—101 of the Estates and Trusts Article
defines "legacy" as including any property
which passes by will.

3-115. EFFECT OF TRANSFER OF ASSETS.

(A)        GENERAL RULE.

CONSUMMATION OF A TRANSFER OF ASSETS HAS THE EFFECTS
PROVIDED IN THIS SECTION.

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

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

(2)    CONFIRMATORY DEEDS, ASSIGNMENTS, OR