CORPORATIONS. 753

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
executed 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 of 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 considered 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 concurrently 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 payment in the manner prescribed in said agreement of the stipu-
lated 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 com-
pany, and shall be thereafter possessed, held, used, operated, exercised 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 ac-
quired have, exercise and enjoy all the rights, powers, privileges and fran-
chises 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 petition to any Judge of the Circuit
Court for any County in this State wherein any part of the railroad em-
braced 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 appointment of three disinterested commissioners to
estimate and appraise the share or shares of such stockholder at their market
value, without regard to any depreciation resultant from such sale, and the
award of said commissioners, when confirmed by the Court, shall be final
and conclusive, and thereupon the purchasing company shall pay to the
stockholder the value of his share or shares as ascertained by said appraise-
ment, and upon payment as aforesaid the stockholder shall transfer the said
share or shares absolutely to the purchasing company to be cancelled. The