662 ARTICLE 23.

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.

An. Code, sec. 32. 1908, ch. 240, sec. 32. 1918, ch. 466, sec. 32.
36. Every corporation of this State having capital stock (except rail-
roads) may at any meeting duly warned in accordance with the provisions
of Section 19 of this Article, sell, lease, or exchange all of its property and
assets as an entirety, including its good-will and franchises, 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 conditions of the proposed sale, lease
or exchange shall, after approval by the Board of Directors, be submitted
for the approval of the stockholders 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 organized
under the laws of this State who, at such meeting, voted against the agree-
ment submitted, may within twenty days after such meeting (but not after-
ward) make upon his corporation a written demand for payment 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 cor-
porate assets. If the dissenting stockholder and his corporation shall fail
to agree upon the fair value of said stock (or, if having agreed, the cor-
poration shall fail to pay or tender the amount thereof), the stockholder .
shall be entitled to file against his said corporation 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 pro-
ceedings shall be had as are provided by Section 35 of this Article. The
proceeding by a dissenting stockholder hereunder shall not prevent or delay
the execution and performance of any agreement so approved by the af-
firmative 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 corporation 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 payment