1498

LAWS OF MARYLAND

Ch. 567

(a) A proposed consolidation, merger, SHARE
EXCHANGE, or transfer of assets may be abandoned before
the effective date of the articles:

(1)    If the articles so provide, by majority
vote of the entire board of directors of any one
corporation party to the articles; or

(2)    Unless the articles provide otherwise,
by majority vote of the entire board of directors of each
Maryland corporation party to the articles.

(c) (1) If the proposed consolidation, merger,
SHARE EXCHANGE, or transfer of assets is abandoned as
provided in this section, no legal liability arises under
the articles.

(2)   An abandonment does not prejudice the
rights of any person under any other contract made by a
corporation party to the proposed articles in connection
with the proposed consolidation, merger, SHARE EXCHANGE,
or transfer of 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 [that]:

(i) [Each] IN A MERGER, CONSOLIDATION, OR
SHARE EXCHANGE, THAT EACH corporation party to the
articles agrees to merge, [or] 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] THE transferor
agrees to sell, lease, exchange, or transfer all or
substantially all of its property and assets;

[ (2) (i) The name and place of incorporation
of the successor in a consolidation or merger; or

(ii) The name, address, and principal place
of business of the transferee in a transfer of assets;]

[(3)](2) The name and place of incorporation
of:

(I)   [each] EACH corporation party to the
articles; AND

(II)   THE SUCCESSOR IN A CONSOLIDATION [[OR]],
MERGER, OR SHARE EXCHANGE [and,];

(3)   [as] AS to each foreign corporation;