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Ch. 135
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2002 LAWS OF MARYLAND
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5-629. EFFECT OF CONSOLIDATION OR MERGER
(A) IN GENERAL.
CONSUMMATION OF A CONSOLIDATION OR MERGER HAS THE EFFECTS
PROVIDED IN THIS SECTION.
(B) CESSATION OF SEPARATE EXISTENCE.
THE SEPARATE EXISTENCE OF EACH COOPERATIVE PARTY TO THE ARTICLES
OF CONSOLIDATION OR MERGER, EXCEPT THE SUCCESSOR, CEASES.
(C) ARTICLES OF INCORPORATION OF SUCCESSOR
(1) IN A CONSOLIDATION, THE ARTICLES OF CONSOLIDATION SHALL BE
DEEMED TO BE THE ARTICLES OF INCORPORATION OF THE SUCCESSOR
(2) IN A MERGER, THE ARTICLES OF INCORPORATION OF THE
SUCCESSOR SHALL BE DEEMED TO BE AMENDED TO THE EXTENT THAT CHANGES TO
THE ARTICLES OF INCORPORATION ARE PROVIDED FOR IN THE ARTICLES OF
, MERGER
(D) TRANSFER OF RIGHTS, PRIVILEGES, IMMUNITIES, AND ASSETS.
THE RIGHTS, PRIVILEGES, IMMUNITIES, AND ASSETS, INCLUDING
APPLICATIONS FOR MEMBERSHIP, OF EACH OF THE CONSOLIDATING OR MERGING
COOPERATIVES TRANSFER TO AND VEST IN THE SUCCESSOR WITHOUT FURTHER ACT
OR DEED.
(E) LIABILITY FOR DEBTS, OBLIGATIONS, AND LIABILITIES.
(1) THE SUCCESSOR IS LIABLE FOR ALL THE DEBTS, OBLIGATIONS, AND
LIABILITIES OF EACH CONSOLIDATING OR MERGING COOPERATIVE.
(2) AN EXISTING CLAIM, ACTION, OR PROCEEDING PENDING BY OR
AGAINST A CONSOLIDATING OR MERGING COOPERATIVE 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 A JUDGMENT AGAINST THE CONSOLIDATING OR MERGING
COOPERATIVE CONSTITUTES A LIEN ON THE PROPERTY OF THE SUCCESSOR
(F) RIGHTS OF CREDITORS AND LIENS ON PROPERTY.
A CONSOLIDATION OR MERGER DOES NOT IMPAIR THE RIGHTS OF CREDITORS
OR ANY LIEN ON THE PROPERTY OF A COOPERATIVE PARTY TO THE ARTICLES OF
CONSOLIDATION OR MERGER
DRAFTER'S NOTE: Subsection (a) of this section is new language added for
clarity and stylistic consistency with similar provisions of the Maryland General
Corporation Law. See, e.g., §§ 3-114(a) and 3-115(a) of this article.
Subsections (b) through (f) of this section are new language derived without
substantive change from former Ch. 179, § 19, Acts of 1976, as amended by Ch. 604,
Acts of 2001.
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- 1428 -
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