548 CORPORATIONS. [ART. 23

said new consolidated corporation, which shall be regarded as substituted
by operation of law in the room and stead of said former separate cor-
porations.

See notes to sec. 29.

1908, ch. 240, sec. 31.

31. Any stockholder of any corporation consolidating as aforesaid,
who at such meeting voted against the agreement submitted, may,
within twenty days after the agreement of consolidation has been
delivered to the state tax commissioner (but not afterwards), make
upon the consolidated corporation a written demand for the payment
for his stock, and shall, thereupon, be entitled to receive the fair value
thereof, and if the dissenting stockholder and the consolidated cor-
poration shall fail to agree upon the fair value of said stock, or, if,
having agreed, the corporation shall fail to pay or tender the amount
thereof, the dissenting stockholder may, within thirty days after such
written demand, apply by petition to any court of equity having juris-
diction over the consolidated corporation, on reasonable notice to be
furnished by said court to said consolidated corporation, for the appoint-
ment of three disinterested commissioners to appraise the fair value of
his stock without regard to any depreciation or appreciation thereof
in consequence of the said consolidation, and on the coming in of the
answer to said petition, the court shall pass an order referring the
matter to three commissioners named by it, for the purpose of ascer-
taining such value, and such order shall prescribe the time and manner
of producing evidence, if necessary; and the award of said commis-
sioners (or that of a majority of them) when confirmed by said court,
shall be final and conclusive on all parties, and said consolidated cor-
poration shall pay such stockholder the value of his stock ascertained
as aforesaid, and on receiving such payment or on a tender thereof,
said stockholder shall transfer his stock to the said consolidated cor-
poration, to be disposed of by the directors thereof or to be retained
for the, remaining stockholders; and in case the award is not so paid
within thirty days from the filing of said award and confirmation by
said court, and notice thereof given in the manner aforesaid unto said
stockholder and the said consolidated corporation, the amount of the
award shall be a decree against the said consolidated corporation, which
decree shall be a prior lien to any mortgage or other lien placed on its
property or franchises by said consolidated corporation, and may be
collected as other decrees in said court are by law collectible.

1908, ch. 240, sec. 32.

32. Every corporation of this State having a capital stock (except
railroads) may at any meeting duly warned in accordance with the pro-
visions of section 15 of this article, sell, lease or exchange all of its
property and assets as an entirety, including its good will and fran-
chises, to and with any other corporation of this State which is duly
authorized to acquire and hold such or similar property. An agree-