(a) A proposed consolidation, merger, or share exchange 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) If the articles have been filed with the Department, notice of the abandonment shall be given promptly to the Department.
(c) (1) If the proposed consolidation, merger, or share exchange 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, or share exchange.
Structure Maryland Statutes
Title 3 - Corporations in General -- Extraordinary Actions
Subtitle 1 - Consolidation, Merger, and Transfer of Assets
Section 3-103 - Consideration for Stock or Assets
Section 3-106 - Procedure for Merger of Subsidiary Corporation if Charter of Parent Not Amended
Section 3-106.1 - Procedure for Merger Preceded by Tender or Exchange Offer by Acquiring Entity
Section 3-106.2 - Formation of Holding Company by Merger
Section 3-107 - Filing of Articles
Section 3-108 - Abandonment of Proposed Consolidation, Merger, or Share Exchange
Section 3-109 - Contents of Articles of Consolidation, Merger, or Share Exchange
Section 3-110 - Execution of Articles
Section 3-111 - Action by Department
Section 3-112 - Property Certificate for Assessment Records
Section 3-113 - Time Consolidation, Merger, or Share Exchange Effective
Section 3-114 - Effect of Consolidation or Merger
Section 3-114.1 - Effect of Share Exchange
Section 3-115 - Effect of Transfer of Assets
Section 3-116 - Waiver of Exemptions
Section 3-117 - Consolidations and Mergers of Foreign Corporations