HARRY HUGHES, Governor

245

updating of the records of the Department of
Assessments and Taxation, with which the
agreement is to be filed.

The only other changes are in style.

3-712. CHARTER OF SUCCESSOR IN MERGER.

THE STOCKHOLDERS' APPROVAL OF A MERGER AGREEMENT
CONSTITUTES THE ADOPTION OF THE CHARTER OF THE SUCCESSOR,
INCLUDING ANY AMENDMENTS SET FORTH IN THE AGREEMENT.

REVISOR'S NOTE: This section is new language derived
from the second clause of the first sentence of
Art. 11, § 113(a).

It is revised to clarify its limited
applicability to a merger, since its provisions
would be unnecessary in the event of
consolidation — where the agreement would
necessarily contain the charter of the new
consolidated corporation — and inapplicable to a
transfer of assets — which does not entail
charter amendments.

The present reference to the "bylaws" of the
successor is deleted as unnecessary.

The only other changes are in style.

3-713. EFFECT OF CONSOLIDATION OR MERGER.

(A)   GENERAL ROLE.

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

(B)   CESSATION OF SEPARATE EXISTENCE.

THE SEPARATE EXISTENCE OF EACH CONSTITUENT BANK, EXCEPT
THE SUCCESSOR, CEASES.

(C)   TRANSFER OF PROPERTY, RIGHTS, DUTIES, AND
FRANCHISES.

(1)   THE SUCCESSOR SHALL BE CONSIDERED THE SAME
BUSINESS AND CORPORATE ENTITY AS EACH OF THE CONSTITUENT
BANKS AND, EXCEPT AS LIMITED BY ITS CHARTER OR BYLAWS, HAS
ALL OF THE RIGHTS, POWERS, AND DUTIES OF EACH CONSTITUENT
BANK.

(2)   EACH CONSTITUENT BANK'S RIGHTS, FRANCHISES,
AND INTERESTS IN ANY PROPERTY BECOME THE PROPERTY OF THE
SUCCESSOR WITHOUT ANY DEED, TRANSFER, OR OTHER ACTION.

(3) THE SUCCESSOR HAS THE SAME POWERS THAT EACH
CONSTITUENT BANK HAD AS TO ANY PROPERTY HELD IN ANY