Ch. 654

1997 LAWS OF MARYLAND

9-904. ABANDONMENT.

(A)     UNLESS THE ARTICLES OF MERGER PRECLUDE THE RIGHT TO ABANDON
THE MERGER OR PERMIT SOME OTHER VOTE OR MANNER OF ABANDONMENT, A
PROPOSED MERGER MAY BE ABANDONED BEFORE THE EFFECTIVE DATE OF THE
ARTICLES BY:

(1)      A MAJORITY VOTE OF THE PARTNERS OF A PARTNERSHIP PARTY TO
THE ARTICLES;

(2)      UNANIMOUS CONSENT OF THE MEMBERS OF A LIMITED LIABILITY
COMPANY PARTY TO THE ARTICLES;

(3)      A MAJORITY VOTE OF THE GENERAL PARTNERS AND A MAJORITY
IN INTEREST OF THE LIMITED PARTNERS, AS DEFINED IN § 10-208 OF THIS ARTICLE,
OF ANY LIMITED PARTNERSHIP PARTY TO THE ARTICLES;

(4)      A MAJORITY VOTE OF THE ENTIRE BOARD OF DIRECTORS OF A
CORPORATION PARTY TO THE ARTICLES; AND

(5)      A MAJORITY VOTE OF THE ENTIRE BOARD OF TRUSTEES OF A
BUSINESS TRUST PARTY TO THE ARTICLES.

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

(C)     (1) IF THE PROPOSED MERGER IS ABANDONED AS PROVIDED IN THIS
SECTION, NO LEGAL LIABILITY ARISES UNDER THE ARTICLES OF MERGER.

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

9-905. RIGHTS OF OBJECTOR.

(A)     A MEMBER OF A PARTNERSHIP OBJECTING TO A MERGER OF THE
PARTNERSHIP HAS THE SAME RIGHTS WITH RESPECT TO THE PARTNER'S INTEREST
IN THE PARTNERSHIP AS A STOCKHOLDER OF A MARYLAND CORPORATION WHO
OBJECTS HAS WITH RESPECT TO THE STOCKHOLDER'S STOCK UNDER TITLE 3,
SUBTITLE 2 OF THIS ARTICLE.

(B)     THE PROCEDURES UNDER TITLE 3, SUBTITLE 2 OF THIS ARTICLE SHALL
BE APPLICABLE TO THE EXTENT PRACTICABLE.

9-906. CERTIFICATES OF MERGER.

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

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

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