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96 CORPORATIONS. [ART. XXIII
any, required by law to be paid to it, and of the existence of said con-
solidated corporation, except in a direct proceeding by the State.
See notes to this section in volume 1 of the Annotated Code.
1908, ch. 240, sec. 31 1916, ch. 596, 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 Commission (but not afterwards), make upon the con-
solidated 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 corporation 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 dissent
ing stockholder may, within thirty days after such written demand, apply
by petition to any court of equity having jurisdiction over the consol-
idated corporation, on reasonable notice to be furnished by said court
to said consolidated corporation, for the appointment of three disinter-
ested 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 ascertaining such value, and such order
shall prescribe the time and manner of producing evidence, if neces-
sary; and the award of said commissioners (or that of a majority of
them) when confirmed by said court, shall be final and conclusive on all
parties, unless any stockholder or the corporation consolidating as afore-
said, feeling aggrieved at the said action of the said court, shall appeal
to the Court of Appeals of Maryland, which right of appeal from such
action of the court is hereby given, and said consolidated corporation
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 corporation, which stock
shall then have the status of authorized but unissued stock; and in case
the award is not so paid within thirty days from the filing of said
award and confirmation by said court, or, in case of an appeal, within
thirty days from the confirmation of said award by the Court of Appeals,
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. 1918. ch. 466, sec. 32.
32. Every corporation of this State having capital stock (except
railroads) mav at any meeting duly warned in accordance with the
provisions of Section 15 of this Article, sell, lease, or exchange all of
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