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156 CORPORATIONS. [ART. XXIII
held, used, or otherwise exercised, by the vendor corporation, shall
(subject, however, to full payment in the manner prescribed by said
agreement of the stipulated price or value of the whole capital stock of
said vendor corporation), become and be vested in the acquiring cor-
poration, subject to all the debts, liabilities and duties of said vendor
corporation, and shall thereafter be possessed, held, used, exercised and
enjoyed by said acquiring corporation, as fully, completely and abso-
lutely in all respects as the same had been theretofore owned, held,
exercised and enjoyed by said vendor corporation; and said acquiring
corporation may also, with respect to the property so acquired, have,
exercise and enjoy all the rights, powers, privileges and franchises
which it has and may exercise respecting its other railroads and prop-
erty. Upon the filing in the office of the Secretary of State of said
copy of agreement as hereinabove provided, the capital stock of said
vendor corporation shall be wholly extinguished by payment, in the
mode prescribed in said agreement, of the stipulated price or value
thereof, and all certificates, representative thereof, shall be delivered to
the acquiring corporation for immediate cancellation, and all corporate
rights, privileges and franchises and property of every kind and nature
acquired under said agreement, shall thereafter be represented by the
capital stock of the acquiring corporation, and thereupon the corporate
existence of the said vendor corporation shall terminate.
Third. That the copy of said agreement, filed in the office of the
Secretary of State, as hereinabove as in this section provided, shall be
evidence of the lawful holding of the meetings of the stockholders of
each corporation, and of the due approval of the said agreement as
required by this section, both by the stockholders and Public Service
pommission of Maryland, and also of the precedent action of the direct-
ors of each corporation. If any stockholder or stockholders of the rail-
road corporation, whose franchises, corporate property, rights, privi-
leges and credits are acquired under said agreement, shall be dissatis-
fied with said acquisition, and the terms and conditions thereof con-
tained in said agreement, then it shall and may be lawful for any such
stockholder or stockholders, within thirty days after the filing of said
agreement in the office of the Secretary of State as hereinabove pro-
vided, to apply by petition to the Circuit Court for the County in which
the chief office of the said vendor corporation may be situated, or to the
Superior Court of Baltimore City if its chief office be in the City of
Baltimore, to appoint three disinterested persons to estimate and ap-
praise the damage, if any, which such stockholder or stockholders shall
suffer or sustain by reason of the purchase and acquisition provided for
by said agreement, and whose award, or that of a majority of them,
when confirmed by said Court, shall be final and conclusive; and the
person so appointed shall also appraise the share or shares of said stock-
holders in the said company, at the market value thereof, without regard
to any depreciation resulting from said purchase and acquisition, and
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