WILLIAM DONALD SCHAEFER, Governor                   Ch. 550

(b-1) The shares of stock of each corporation party to the
articles which are to be converted or exchanged under the terms
of the articles cease to exist, subject to the rights of an
objecting stockholder under Subtitle 2 of this article.

(c)  In addition to any other purposes and powers set forth
in the articles, if the articles provide, the successor has the
purposes and powers of each corporation party to the articles.

(d)  (1) The assets of each corporation, LIMITED
PARTNERSHIP, and business trust party to the articles, including
any legacies which it would have been capable of taking, transfer
to, vest in, and devolve on the successor without further act or
deed.

(2) Confirmatory deeds, assignments, or similar
instruments to evidence the transfer may be executed and
delivered at any time in the name of the transferring
corporation, LIMITED PARTNERSHIP, and business trust:

(i) By its last acting officers [or],
trustees[;], or GENERAL PARTNERS; OR

(ii) By the appropriate officers [or],
trustees, OR GENERAL PARTNERS of the successor.

(e) (1) The successor is liable for all the debts and
obligations of each nonsurviving corporation, LIMITED
PARTNERSHIP, and business trust. An existing claim, action, or
proceeding pending by or against any nonsurviving corporation,
LIMITED PARTNERSHIP, 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, LIMITED PARTNERSHIP, 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, LIMITED PARTNERSHIP, 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.

8-501.1.

(a) (1) In this section the following words have the
meanings indicated.

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