CORPORATIONS. 661

and the bonus tax, if any payable, and not before, all of the property and
assets belonging to said consolidating corporations of whatsoever nature
and description, and all the powers and rights and all debts and liabilities
of said consolidating corporations of whatsoever nature and description,
shall be devolved upon said new corporation, which shall be regarded as
substituted by operation of law in the room and stead of said consolidating
corporations; and from the time of the delivery of said agreement of con-
solidation, as aforesaid, any amendment or amendments made by said
agreement of consolidation shall take effect, and not before. A duly certi-
fied copy of said agreement of consolidation from the records of the Secre-
tary of State, the State Tax Commission or the Circuit or Superior Court,
shall be evidence of said consolidation and of any amendment or amend-
ments made by said agreement of consolidation. The recording by the State
Tax Commission of said agreement of consolidation shall be conclusive
evidence of the payment of the recording fees and the bonus tax, if any,
required by law to be paid to it, and of the existence of said consolidated
corporation, except in a direct proceeding by the State.
See notes to sec. 33.

An. Code, sec. 31. 1908, ch. 240, sec. 31. 1916, ch. 596, sec. 31.
35. 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 consoli-
dated 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 dissenting stockholder
may, within thirty days after such written demand, apply by petition to any
court of equity having jurisdiction over the consolidated corporation, on
reasonable notice to be furnished by said court to said consolidated cor-
poration, for the appointment of three disinterested commissioners to ap-
praise 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 re-
ferring 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 necessary; 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 aforesaid, 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;