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LAWS OF MARYLAND

Ch. 255

majority vote of the entire board of directors of each
Maryland corporation party to the articles AND OF THE ENTIRE
BOARD OF TRUSTEES OF EACH MARYLAND BUSINESS TRUST PARTY TO
THE ARTICLES.

3-109.

(a) Articles of consolidation, merger, share

exchange, or transfer shall contain the terms and conditions

of the transaction and the manner of carrying it into
effect, including:

(1)    A statement:

(i) In a merger, consolidation, or share
exchange, that each corporation party to the articles agrees
to merge, to consolidate to form a new corporation, or to
acquire stock or have its stock acquired in a share
exchange, as the case may be; or

(ii) In a transfer, that the transferor
agrees to sell, lease, exchange, or transfer all or
substantially all of its property and assets;

(2)    The name and place of incorporation OR
ORGANIZATION of:

(i) Each [corporation] party to the
articles; and

(ii) The successor CORPORATION in a
consolidation, merger, or share exchange;

(3)    As to each foreign corporation:

(i) The date of its incorporation;

(ii) A statement whether it is
incorporated under general law or by special act and, if
incorporated by special act, the chapter number and year of
passage; and

(iii) If the corporation is registered or
qualified to do business in this State, the date of its
registration or qualification;

(4) AS TO EACH FOREIGN BUSINESS TRUST:

(I)    THE DATE OF ITS ORGANIZATION; AND

(II)   IF THE BUSINESS TRUST IS REGISTERED
OR QUALIFIED TO DO BUSINESS IN THIS STATE, THE DATE OF ITS
REGISTRATION OR QUALIFICATION;

[(4)] (5) The name, address, and principal
place of business of the transferee in a transfer of assets;

[(5)] (6) Each county in this State where: