Ch. 654

1997 LAWS OF MARYLAND

(ii) By the appropriate officers, general partners, authorized persons,
or trustees of the successor.

(e)     (1) The successor is liable for all the debts and obligations of each
nonsurviving corporation, PARTNERSHIP, limited partnership, limited liability company,
and business trust. An existing claim, action, or proceeding pending by or against any
nonsurviving corporation, PARTNERSHIP, limited partnership, limited liability company,
or business trust 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 and the judgment against the nonsurviving corporation, PARTNERSHIP, limited
partnership, limited liability company, or business trust 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, PARTNERSHIP, limited partnership, limited
liability company, or business trust party to the articles.

(f)     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.

4A-101.

(R) "PARTNERSHIP" MEANS A PARTNERSHIP FORMED UNDER THE LAWS OF
THIS STATE, ANY OTHER STATE, OR UNDER THE LAWS OF A FOREIGN COUNTRY.

4A-701.

(a)     Unless the operating agreement provides otherwise, a domestic limited
liability company may merge into 1 or more:

(1)     Limited liability companies;

(2)     PARTNERSHIPS;
[(2)](3) Limited partnerships;

[(3)] (4) Corporations having capital stock; or

[(4)] (5) Business trusts having transferable units of beneficial interest.

(b)     One or more limited liability companies, PARTNERSHIPS, limited
partnerships, corporations having capital stock, or business trusts having transferable
units of beneficial interest may merge into a domestic limited liability company.

4A-702.

(a)     The proposed merger shall be approved in the manner provided by this
section.

(b)     A corporation shall approve the merger under the provisions of § 3-105 of this
article.

- 3682 -