ART. 23] CONSOLIDATION. 547

and places of residence of the first directors and the officers of such new
corporation (who shall hold their offices until their successors are duly
chosen and qualified), the number of shares of the capital stock, whether
common or preferred, and the amount or par value of each share of
stock of such new corporation, and the manner of converting the capital
stock of each of said consolidating corporations into the stock of such
new corporation; together with all such other provisions and details as
shall be deemed necessary to perfect the consolidation of said corpora-
tions, shall after the approval by the board of directors of each corpora-
tion be submitted to the stockholders of each of said consolidating cor-
porations separately at a meeting thereof duly warned in accordance
with the provisions of section 15 of this article, and if approved by the
affirmative vote of two-thirds of all the stock (or if two or more classes
of the stock have been issued, of two-thirds of each class) outstanding
and entitled to vote, such agreement shall be executed and its terms and
conditions preformed by the proper officers of the respective corpora-
tions; and the agreement so executed shall be recorded in the manner
provided for in section 4 of this article, and shall from thence be taken
to be the agreement of consolidation of the said corporations, and a duly
certified copy of such agreement of consolidation from the records of
the state tax commissioner or the clerk of the circuit or superior court
shall be prima facie evidence of the existence and powers of such con-
solidated corporation.

When two corporations consolidate, their distinct corporate existence and
powers are at an end, and the resultant company is a new and separate
corporation whose powers are acquired by special grant, and not by way
of a transfer from the constituent companies. Effect of a consolidation upon
the Issue of bonds under a mortgage executed by one of the constituent com-
panies. Rights of the holders of bonds Issued prior to the merger. Diggs v.
Fidelity & Deposit Co., 112 Md. 72 (the consolidation was made under sec-
tion 46 of article 23 of the code of 1904).

By the consolidation of two or more corporations, one new corporation is
formed; the agreement of consolidation (under section 45 of the code of
1904), was required to be acknowledged and recorded as other certificates
of incorporation were. Section 45 of the code of 1904 construed In connec-
tion with article 81, section 100—see notes to the latter. State v. Consol.
Gas Co., 104 Md. 366.

The act of 1892, ch. 666, held not to embrace railroad companies—see sec-
tion 283. State v. Baltimore & Lehigh R. R. Co., 77 Md. 492.
As to the consolidation of railroads, see sec. 283.

As to the consolidation or merger of corporations, see also, sec. 439.
As to the consolidation of corporations with no capital stock, see sec. 89.

1904, art. 23, sec. 46. 1892, ch. 666, sec. 39 A. 1908, ch. 240, sec. 30.
30. When such agreement of consolidation has been delivered to the
state tax commissioner with the recording fees (to be charged at the
same rates, and by said commissioner divided, accounted for, and paid
over, as in the ease of an original certificate), all the property and
assets belonging to said former separate corporations of whatsoever
nature and description, and all the powers and rights and all debts and
liabilities of said former separate corporations of whatsoever nature and
description, shall, upon such recording, as aforesaid, be devolved upon