WILLIAM DONALD SCHAEFER, Governor Ch. 550

MAJORITY VOTE OF THE ENTIRE BOARD OF DIRECTORS OF ANY CORPORATION
PARTY TO THE ARTICLES, OR BY MAJORITY VOTE OF THE ENTIRE BOARD OF
TRUSTEES OF ANY BUSINESS TRUST PARTY TO THE ARTICLES.

(2)  IF THE ARTICLES OF MERGER HAVE BEEN FILED WITH
THE DEPARTMENT, NOTICE OF THE ABANDONMENT SHALL BE GIVEN PROMPTLY
TO THE DEPARTMENT.

(3)  (I) IF THE PROPOSED MERGER IS ABANDONED AS
PROVIDED IN THIS SUBSECTION, NO LEGAL LIABILITY ARISES UNDER THE
ARTICLES OF MERGER.

(II) AN ABANDONMENT DOES NOT PREJUDICE THE
RIGHTS OF ANY PERSON UNDER ANY OTHER CONTRACT MADE BY A LIMITED
PARTNERSHIP, CORPORATION, OR BUSINESS TRUST PARTY TO THE PROPOSED
ARTICLES OF MERGER IN CONNECTION WITH THE PROPOSED MERGER.

(F)  EACH LIMITED PARTNER OF A LIMITED PARTNERSHIP OBJECTING
TO A MERGER OF THE LIMITED PARTNERSHIP HAS THE SAME RIGHTS WITH
RESPECT TO ITS PARTNERSHIP INTEREST AS AN OBJECTING STOCKHOLDER
OF A MARYLAND CORPORATION HAS WITH RESPECT TO ITS STOCK UNDER
TITLE 3, SUBTITLE 2 OF THIS ARTICLE. THE PROCEDURES UNDER THAT
SUBTITLE SHALL BE APPLICABLE TO THE EXTENT PRACTICABLE.

(G)  (1) THE DEPARTMENT SHALL PREPARE CERTIFICATES OF MERGER
THAT SPECIFY:

(I)  THE NAME OF EACH PARTY TO THE ARTICLES OF
MERGER;

(II)  THE NAME OF THE SUCCESSOR AND THE LOCATION
OF ITS PRINCIPAL OFFICE IN THE STATE OR, IF IT HAS NONE, ITS
PRINCIPAL PLACE OF BUSINESS; AND

(III)  THE TIME THE ARTICLES OF MERGER ARE
ACCEPTED FOR RECORD BY THE DEPARTMENT.

(2)  IN ADDITION TO ANY OTHER PROVISION OF LAW WITH
RESPECT TO RECORDING, THE DEPARTMENT SHALL SEND ONE OF THE
CERTIFICATES OF MERGER TO THE CLERK OF THE CIRCUIT COURT OF EACH
COUNTY IN THE STATE WHERE:

(I)  THE PRINCIPAL OFFICE OF A MERGING LIMITED
PARTNERSHIP, CORPORATION, OR BUSINESS TRUST IS LOCATED; AND

(II)  THE ARTICLES OF MERGER SHOW THAT A MERGING
LIMITED PARTNERSHIP, CORPORATION, OR BUSINESS TRUST OTHER THAN
THE SUCCESSOR OWNS AN INTEREST IN LAND.

(3)  ON RECEIPT OF THE CERTIFICATE OF MERGER, THE
CLERK PROMPTLY SHALL RECORD IT WITH:

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