(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.
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