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Session Laws, 1997
Volume 795, Page 3678   View pdf image
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Ch. 654                                    1997 LAWS OF MARYLAND

(4)     Merge into a domestic or foreign limited partnership, or have one or
more domestic or foreign limited partnerships merged into it;

(5)     Merge into a domestic or foreign limited liability company, or have 1 or
more domestic or foreign limited liability companies merged into it;

(6)     MERGE INTO A DOMESTIC OR FOREIGN PARTNERSHIP, OR HAVE 1
OR MORE DOMESTIC OR FOREIGN PARTNERSHIPS MERGED INTO IT;

[(6)] (7) Participate in a share exchange either:

(i) As the successor; or

(ii) As the corporation the stock of which is to be acquired; or

[ (7)] (8) Transfer its assets.
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 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 party to the articles; and

(ii) The successor corporation in a consolidation, merger, or share
exchange or the successor domestic PARTNERSHIP, limited partnership or limited liability
company in a merger;

(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

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Session Laws, 1997
Volume 795, Page 3678   View pdf image
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