reglab/housing_qa huggingface dataset:
MD. Corporations and Associations Code Ann. §  3-112 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 3 - Corporations in General -- Extraordinary Actions|Subtitle 1 - Consolidation, Merger, and Transfer of Assets|Section 3-112 - Property Certificate for Assessment Records

    (a)    In order to keep the land assessment records current in each county, the Department shall require a corporation, limited partnership, limited liability company, or business trust to submit with the articles a property certificate for each county where a merging corporation, partnership, limited partnership, limited liability company, or business trust other than the successor or a consolidating corporation owns an interest in land.    (b)    A property certificate is not required with respect to any property in which the only interest owned by the merging corporation, partnership, limited partnership, limited liability company, or business trust or by the consolidating corporation is a security interest.    (c)    The property certificate shall be in the form and number of copies which the Department requires and may include the certificate of the Department required by § 3-111 of this subtitle.    (d)    (1)    The property certificate shall:            (i)    Provide a deed reference or other description sufficient to identify the property; and            (ii)    State the actual consideration paid or to be paid for the property.        (2)    The Department shall indicate on the certificate the time the articles are accepted for record and send a copy of it to the chief assessor of the county where the property is located.    (e)    A transfer, vesting, or devolution of title to the property is not invalidated or otherwise affected by any error or defect in the property certificate, failure to file it, or failure of the Department to act on it.
MD. Corporations and Associations Code Ann. §  3-113 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 3 - Corporations in General -- Extraordinary Actions|Subtitle 1 - Consolidation, Merger, and Transfer of Assets|Section 3-113 - Time Consolidation, Merger, or Share Exchange Effective

    (a)    If the successor in a consolidation or merger or the corporation the stock of which is to be acquired in a share exchange is a Maryland corporation, a consolidation, merger, or share exchange is effective as of the later of:        (1)    The time the Department accepts the articles of consolidation, merger, or share exchange for record; or        (2)    The time established under the articles, not to exceed 30 days after the articles are accepted for record.    (b)    (1)    If the successor in a consolidation or merger is a foreign corporation, a foreign business trust, a foreign limited partnership, a foreign limited liability company, or a foreign partnership, the consolidation or merger is effective as of the later of:            (i)    The time specified by the law of the place where the successor is organized; or            (ii)    The time the Department accepts the articles of consolidation or merger for record.        (2)    A successor in a consolidation or merger shall file for record with the Department a certificate from the place where it is organized which certifies the date the articles of consolidation or merger were filed. However, the failure to file this certificate does not invalidate the consolidation or merger.
MD. Corporations and Associations Code Ann. §  3-114 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 3 - Corporations in General -- Extraordinary Actions|Subtitle 1 - Consolidation, Merger, and Transfer of Assets|Section 3-114 - Effect of Consolidation or Merger

    (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.
MD. Corporations and Associations Code Ann. §  3-114.1 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 3 - Corporations in General -- Extraordinary Actions|Subtitle 1 - Consolidation, Merger, and Transfer of Assets|Section 3-114.1 - Effect of Share Exchange

    On consummation of a share exchange, the stockholders of the corporation the stock of which is to be acquired are deemed to have exchanged their stock as provided by the articles, without further act, subject to the rights of an objecting stockholder under Subtitle 2 of this title.
MD. Corporations and Associations Code Ann. §  3-115 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 3 - Corporations in General -- Extraordinary Actions|Subtitle 1 - Consolidation, Merger, and Transfer of Assets|Section 3-115 - Effect of Transfer of Assets

    (a)    Consummation of a transfer of assets has the effects provided in this section.    (b)    (1)    The assets of the transferor, including any legacies which it would have been capable of taking, transfer to, vest in, and devolve on the successor to the extent provided in an agreement between the transferor and the successor.        (2)    Deeds, assignments, or similar instruments to evidence the transfer may be executed and delivered at any time in the name of the transferor:            (i)    By its current officers; or            (ii)    If the corporation no longer exists, by its last acting officers.    (c)    (1)    The successor is liable for all the debts and obligations of the transferor to the extent provided in an agreement between the transferor and the successor.        (2)    A transfer of assets does not impair the rights of a creditor, including rights under the Commercial Law Article.    (d)    A transfer of assets by a corporation occurring before October 1, 2018, is not invalid solely because of a failure to file articles of transfer with the Department.
MD. Corporations and Associations Code Ann. §  3-116 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 3 - Corporations in General -- Extraordinary Actions|Subtitle 1 - Consolidation, Merger, and Transfer of Assets|Section 3-116 - Waiver of Exemptions

    A Maryland corporation which consolidates, merges, or transfers its assets waives all claim to any exemption from:         (1)    Taxation granted by its charter; and        (2)    Repeal or modification of its charter.
MD. Corporations and Associations Code Ann. §  3-117 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 3 - Corporations in General -- Extraordinary Actions|Subtitle 1 - Consolidation, Merger, and Transfer of Assets|Section 3-117 - Consolidations and Mergers of Foreign Corporations

    (a)    In this section, “foreign corporation” means a foreign corporation as defined in § 1–101 of this article.    (b)    If a foreign corporation which owns property, rights, privileges, franchises, or other assets located in this State is a party to a consolidation or merger in which another foreign corporation is the successor, the transfer to, vesting in, or devolution on the successor of the property, rights, privileges, franchises, or other assets of the nonsurviving foreign corporation is effective as provided by the laws of the places which govern the consolidation or merger.    (c)    The successor shall file with the Department:        (1)    A property certificate under § 3–112 of this subtitle; and        (2)    A certificate of its president, vice president, secretary, or assistant secretary which specifies:            (i)    Each county in this State where a foreign corporation party to the consolidation or merger, except the successor, owned an interest in land;            (ii)    The name of each corporation party to the consolidation or merger;            (iii)    The place under the laws of which each party was organized; and            (iv)    The name of the successor.    (d)    If a copy of the document effecting the consolidation or merger has not been filed with the Department as provided in Title 7 of this article, the successor shall file with the Department an officially certified copy of that document.    (e)    When the Department receives the articles and any certificate of the successor, it shall prepare and file certificates of consolidation or merger in the manner provided for Maryland corporations. However, the certificate of consolidation or merger need not state the principal office in this State of any corporation which does not have a principal office, and the certificate shall include the other information specified in the certificate filed by the successor.
MD. Corporations and Associations Code Ann. §  3-201 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 3 - Corporations in General -- Extraordinary Actions|Subtitle 2 - Rights of Objecting Stockholders|Section 3-201 - Definitions

    (a)    In this subtitle the following words have the meanings indicated.    (b)    “Affiliate” has the meaning stated in § 3–601 of this title.    (c)    “Associate” has the meaning stated in § 3–601 of this title.    (d)    “Beneficial owner”, when used with respect to any voting stock, means a person that:        (1)    Individually or with any of its affiliates or associates, beneficially owns voting stock, directly or indirectly;        (2)    Individually or with any of its affiliates or associates, has:            (i)    The right to acquire voting stock (whether the right is exercisable immediately or within 60 days after the date on which beneficial ownership is determined), in accordance with any agreement, arrangement, or understanding, on the exercise of conversion rights, exchange rights, warrants, or options, or otherwise; or            (ii)    Except solely by virtue of a revocable proxy, the right to vote voting stock in accordance with any agreement, arrangement, or understanding; or        (3)    Except solely by virtue of a revocable proxy, has any agreement, arrangement, or understanding for the purpose of acquiring, holding, voting, or disposing of voting stock with any other person that beneficially owns, or the affiliates or associates of which beneficially own, directly or indirectly, the voting stock.    (e)    “Executive officer” means a corporation’s president, any vice president in charge of a principal business unit, division, or function, such as sales, administration, or finance, any other person who performs a policy making function for the corporation, or any executive officer of a subsidiary of the corporation who performs a policy making function for the corporation.    (f)    (1)    “Successor”, except when used with respect to a share exchange, includes a corporation which amends its charter in a way which alters the contract rights, as expressly set forth in the charter, of any outstanding stock, unless the right to do so is reserved by the charter of the corporation.        (2)    “Successor”, when used with respect to a share exchange, means the corporation the stock of which was acquired in the share exchange.    (g)    “Voting stock” has the meaning stated in § 3–601 of this title.
MD. Corporations and Associations Code Ann. §  3-203 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 3 - Corporations in General -- Extraordinary Actions|Subtitle 2 - Rights of Objecting Stockholders|Section 3-203 - Procedure by Stockholder

    (a)    A stockholder of a corporation who desires to receive payment of the fair value of the stockholder’s stock under this subtitle:        (1)    Shall file with the corporation a written objection to the proposed transaction:            (i)    With respect to a merger under § 3–106 or § 3–106.1 of this title, within 30 days after notice is given or waived under § 3–106 or § 3–106.1 of this title; or            (ii)    With respect to any other transaction, at or before the stockholders’ meeting at which the transaction will be considered or, in the case of action taken under § 2–505(b) of this article, within 10 days after the corporation gives the notice required by § 2–505(b) of this article;        (2)    May not vote in favor of the transaction; and        (3)    Shall make a written demand on the successor for payment for the stockholder’s stock, stating the number and class of shares for which the stockholder demands payment:            (i)    Within 20 days after the Department accepts the articles for record; or            (ii)    Within 20 days after consummation of the transfer or transaction with respect to:                1.    A transfer of assets in a manner requiring stockholder approval under § 3–105 of this title; or                2.    A transaction that is governed by § 3–603(b) of this title or exempted by § 3–603(b) of this title, for which no articles are required to be filed with the Department.    (b)    A stockholder who fails to comply with this section is bound by the terms of the consolidation, merger, share exchange, transfer of assets, or charter amendment.
MD. Corporations and Associations Code Ann. §  3-204 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 3 - Corporations in General -- Extraordinary Actions|Subtitle 2 - Rights of Objecting Stockholders|Section 3-204 - Effect of Demand on Dividend and Other Rights

    A stockholder who demands payment for his stock under this subtitle:         (1)    Has no right to receive any dividends or distributions payable to holders of record of that stock on a record date after the close of business on the day as at which fair value is to be determined under § 3-202 of this subtitle; and        (2)    Ceases to have any rights of a stockholder with respect to that stock, except the right to receive payment of its fair value.
MD. Corporations and Associations Code Ann. §  3-205 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 3 - Corporations in General -- Extraordinary Actions|Subtitle 2 - Rights of Objecting Stockholders|Section 3-205 - Withdrawal of Demand

    A demand for payment may be withdrawn only with the consent of the successor.
MD. Corporations and Associations Code Ann. §  3-206 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 3 - Corporations in General -- Extraordinary Actions|Subtitle 2 - Rights of Objecting Stockholders|Section 3-206 - Restoration of Dividend and Other Rights

    (a)    The rights of a stockholder who demands payment are restored in full, if:        (1)    The demand for payment is withdrawn;        (2)    A petition for an appraisal is not filed within the time required by this subtitle;        (3)    A court determines that the stockholder is not entitled to relief; or        (4)    The transaction objected to is abandoned or rescinded.    (b)    The restoration of a stockholder’s rights entitles him to receive the dividends, distributions, and other rights he would have received if he had not demanded payment for his stock. However, the restoration does not prejudice any corporate proceedings taken before the restoration.
MD. Corporations and Associations Code Ann. §  3-207 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 3 - Corporations in General -- Extraordinary Actions|Subtitle 2 - Rights of Objecting Stockholders|Section 3-207 - Notice and Offer to Stockholders

    (a)    (1)    The successor promptly shall notify each objecting stockholder in writing of the date the articles are accepted for record by the Department.        (2)    The successor also may send a written offer to pay the objecting stockholder what it considers to be the fair value of his stock. Each offer shall be accompanied by the following information relating to the corporation which issued the stock:            (i)    A balance sheet as of a date not more than six months before the date of the offer;            (ii)    A profit and loss statement for the 12 months ending on the date of the balance sheet; and            (iii)    Any other information the successor considers pertinent.    (b)    The successor shall deliver the notice and offer to each objecting stockholder personally or mail them to him by certified mail, return receipt requested, bearing a postmark from the United States Postal Service, at the address he gives the successor in writing, or, if none, at his address as it appears on the records of the corporation which issued the stock.
MD. Corporations and Associations Code Ann. §  3-208 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 3 - Corporations in General -- Extraordinary Actions|Subtitle 2 - Rights of Objecting Stockholders|Section 3-208 - Petition for Appraisal; Consolidation of Proceedings; Joinder of Objectors

    (a)    Within 50 days after the Department accepts the articles for record, the successor or an objecting stockholder who has not received payment for his stock may petition a court of equity in the county where the principal office of the successor is located or, if it does not have a principal office in this State, where the resident agent of the successor is located, for an appraisal to determine the fair value of the stock.    (b)    (1)    If more than one appraisal proceeding is instituted, the court shall direct the consolidation of all the proceedings on terms and conditions it considers proper.        (2)    Two or more objecting stockholders may join or be joined in an appraisal proceeding.
MD. Corporations and Associations Code Ann. §  3-209 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 3 - Corporations in General -- Extraordinary Actions|Subtitle 2 - Rights of Objecting Stockholders|Section 3-209 - Notation on Stock Certificate

    (a)    At any time after a petition for appraisal is filed, the court may require the objecting stockholders parties to the proceeding to submit their stock certificates to the clerk of the court for notation on them that the appraisal proceeding is pending. If a stockholder fails to comply with the order, the court may dismiss the proceeding as to him or grant other appropriate relief.    (b)    If any stock represented by a certificate which bears a notation is subsequently transferred, the new certificate issued for the stock shall bear a similar notation and the name of the original objecting stockholder. The transferee of this stock does not acquire rights of any character with respect to the stock other than the rights of the original objecting stockholder.
MD. Corporations and Associations Code Ann. §  3-210 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 3 - Corporations in General -- Extraordinary Actions|Subtitle 2 - Rights of Objecting Stockholders|Section 3-210 - Appraisal of Fair Value

    (a)    If the court finds that the objecting stockholder is entitled to an appraisal of his stock, it shall appoint three disinterested appraisers to determine the fair value of the stock on terms and conditions the court considers proper. Each appraiser shall take an oath to discharge his duties honestly and faithfully.    (b)    Within 60 days after their appointment, unless the court sets a longer time, the appraisers shall determine the fair value of the stock as of the appropriate date and file a report stating the conclusion of the majority as to the fair value of the stock.    (c)    The report shall state the reasons for the conclusion and shall include a transcript of all testimony and exhibits offered.    (d)    (1)    On the same day that the report is filed, the appraisers shall mail a copy of it to each party to the proceedings.        (2)    Within 15 days after the report is filed, any party may object to it and request a hearing.
MD. Corporations and Associations Code Ann. §  3-212 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 3 - Corporations in General -- Extraordinary Actions|Subtitle 2 - Rights of Objecting Stockholders|Section 3-212 - Surrender of Stock

    The successor is not required to pay for the stock of an objecting stockholder or to pay a judgment rendered against it in a proceeding for an appraisal unless, simultaneously with payment:         (1)    The certificates representing the stock are surrendered to it, indorsed in blank, and in proper form for transfer; or        (2)    Satisfactory evidence of the loss or destruction of the certificates and sufficient indemnity bond are furnished.
MD. Corporations and Associations Code Ann. §  3-213 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 3 - Corporations in General -- Extraordinary Actions|Subtitle 2 - Rights of Objecting Stockholders|Section 3-213 - Rights of Successor With Respect to Stock

    (a)    A successor which acquires the stock of an objecting stockholder is entitled to any dividends or distributions payable to holders of record of that stock on a record date after the close of business on the day as at which fair value is to be determined under § 3-202 of this subtitle.    (b)    After acquiring the stock of an objecting stockholder, a successor in a transfer of assets may exercise all the rights of an owner of the stock.    (c)    Unless the articles provide otherwise, stock in the successor of a consolidation, merger, or share exchange otherwise deliverable in exchange for the stock of an objecting stockholder has the status of authorized but unissued stock of the successor. However, a proceeding for reduction of the capital of the successor is not necessary to retire the stock or to reduce the capital of the successor represented by the stock.