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ART. XXIII] SALE, LEASE OR EXCHANGE OF ASSETS. 97
its property and assets as an entirety, including its good-will and fran-
chises, to and with any other corporation organized under the laws of
this or any other State which is duly authorized to acquire and hold
such or similar property. An agreement containing the terms and con-
ditions of the proposed sale, lease or exchange shall, after approval by
the Board of Directors, be submitted for the approval of the stock-
holders of any corporation organized under the laws of this State which
shall be a party to such agreement at a meeting warned as aforesaid;
and if approved by the affirmative vote of two-thirds of all the stock
(or if two or more classes of stock have been issued of two-thirds of
each class) outstanding and entitled to vote, such agreement shall be
executed and in terms and conditions performed by the proper officers
of the respective companies. Any stockholder of any corporation organ-
ized under the laws of this State who, at such meeting, voted against the
agreement submitted, may within twenty days after such meeting (but
not afterward) make upon his corporation a written demand for pay-
ment for his stock; and he shall be entitled to receive an amount equal
to the fair value thereof, unaffected by such sale, purchase, lease or
exchange of the corporate assets. If the dissenting stockholder and his
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 stockholder shall be entitled to file against his said cor-
poration in any court of equity having jurisdiction over the same, a
petition for an accounting and for the ascertainment of the fair value
of his shares, and thereupon such proceedings shall be had as are pro-
vided by Section 31 of this Article. The proceeding by a dissenting
stockholder hereunder shall not prevent or delay the execution and per-
formance of any agreement so approved by the affirmative vote of two-
thirds of the stock; but in the case of every such sale, lease, or exchange,
the vendee, lessee or grantee shall take the property of the grantor cor-
poration subject to its debts and liabilities, including the claim of such
dissenting stockholder; and such property may be subject to execution
on any decree entered as herein provided, and such decree shall have
priority over any incumbrance placed by the grantee corporation upon
the property so bought, leased or exchanged; provided, however, that
the right granted to a dissenting stockholder hereunder to demand pay-
ment for his stock shall cease, if at any time prior to the entry of any
decree herein provided for, the defendant corporation shall make it
appear to the court that the agreement of sale, lease or exchange has
been rescinded by appropriate corporate action, so that the stock of such
dissenting shareholder remains unaffected thereby; and provided fur-
ther, that the provisions of this section and of the three preceding sec-
tions shall not impair or affect in any way any restrictions, limitations
or other provisions, contained in any ordinance granting or conferring
any franchise heretofore passed by any municipal corporation of this
State prohibiting, limiting or restricting the transfer or assignment of
such franchise.
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