Maryland Code § CA-3-114

Section CA-3-114
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(a) Consummation of a consolidation or merger has the effects provided in
this section.
(b) The separate existence of each corporation, partnership, limited
partnership, limited liability company, or business trust party to the articles, except
the successor, ceases.
(c) 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 title.

(d) 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.
(e) (1) The assets of each corporation, partnership, limited partnership,
limited liability company, 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, partnership, limited partnership, limited liability company,
and business trust:
(i) By its last acting officers, general partners, authorized
persons, or trustees; or
(ii) By the appropriate officers, general partners, authorized
persons, or trustees of the successor.
(f) (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.
(g) 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.

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