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2017 Maryland Code
Corporations and Associations
Title 3 - Corporations in General -- Extraordinary Actions
Subtitle 1 - Consolidation, Merger, and Transfer of Assets
§ 3-108. Abandonment of proposed consolidation, merger, share exchange, or transfer of assets
Universal Citation: MD Corp & Assn Code § 3-108 (2017)
- (a) General rule. -- 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 of the entire board of trustees of any one business trust 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 and of the entire board of trustees of each Maryland business trust party to the articles.
- (b) Notice to Department. -- If the articles have been filed with the Department, notice of the abandonment shall be given promptly to the Department.
- (c) Effect of abandonment. --
- (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.
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