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158 CORPORATIONS. [ART. XXIII
the purchasing company. Such agreement may further provide that
all or any shareholders of the selling company desiring so to do may,
in lieu of the cash payment to which they shall be entitled under and
by virtue of the terms of the agreement, convert and exchange upon
the terms and conditions set forth and defined in the agreement their
shares of the stock of the selling company into shares of stock of the
purchasing company. After the said agreement shall have been exe-
cuted it shall be submitted to the stockholders of each of the companies
parties thereto at separate meetings, either annual or special, duly called
and held in accordance with their respective charters and by-laws and
the applicable laws of this or of other States. In the call for or notice
cf any meeting of stockholders of a corporation of this or of this and
any other State or States, whether annual or special, reference shall be
made to the fact that the said agreement will be submitted to and con-
sidered at such meeting. If the agreement shall be approved by the
holders of a majority in interest of the capital stock of each company
party thereto outstanding and entitled to vote, then that fact shall be
certified by the secretary of each corporation under its corporate seal
and a copy of the agreement with the said certificates attached shall be
filed in the office of the Secretary of State of this State, and concur-
rently with such filing all the railroad, property, real and personal,
rights, privileges, franchises and credits of the selling company shall
become and be vested in the purchasing company, subject to full pay-
ment in the manner prescribed in said agreement of the stipulated price
or value of the capital stock of the selling company or to the right of
exchange of stocks if the same shall be provided for in said agreement,
and to all the debts, liabilities, duties and obligations of the selling
company, and shall be thereafter possessed, held, used, operated, exer-
cised and enjoyed by the purchasing company as fully and completely
in all respects as the same had been theretofore possessed, held, used,
operated, exercised and enjoyed by the selling company, and the said
purchasing company shall also with respect to the said property and
railroad so purchased and acquired have, exercise and enjoy all the
rights, powers, privileges and franchises possessed, held and exercisable
by it in respect to its other railroads and property in this State.
Second. If any stockholder of any selling company incorporated
under the laws of this or of this and any other State or States, who
shall not either in person or by proxy have voted at such meeting of
stockholders in favor of said agreement, shall be dissatisfied with the
price payable by the terms thereof to the holders of shares of the selling
company, such shareholder may within thirty (30) days after the filing
of said agreement in the office of the Secretary of State apply by peti-
tion to any Judge of the Circuit Court for any County in this State
wherein any part of the railroad embraced in said agreement is situated,
or to the Judge of the Superior Court of Baltimore City, if any part
of said railroad be situated within the limits of said city, for the ap-
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