236 ARTICLE 23.

to be issued for stock of each class of each of the other corporations and
the manner of converting the capital stock of each of such other corpora-
tions in stock of the surviving corporation; (e) the counties of this State
in which the principal offices of the merging corporations are located and
the counties of this State in which any of the merging corporations (other
than the corporation surviving the merger) owns property the title to which
could be affected by the recording of an instrument among the land records,
and if any of such merging corporations has its principal office or owns
such property in the City of Baltimore, the agreement of merger shall so
state; and (f) all such other provisions and details as may be deemed
necessary to perfect the merger.

(3) The agreement of consolidation or of merger, as the case may be,
shall be submitted to the boards of directors of the consolidating or merging
corporations, which shall pass resolutions declaring that such consolidation
or such merger, as the case may be, is advisable and calling separate meet-
ings of the stockholders of the respective corporations to take action thereon.
The meetings of the stockholders shall be duly warned in the manner pro-
vided in Section 19 of this Article, and like notice shall be given to stock-
holders of said corporations not entitled to vote upon said agreement (other
than stockholders of the surviving corporation in the case of a merger).
If said agreement be approved by the affirmative vote of two-thirds of all
the shares (or, if two or more classes of shares have been issued, of two-
thirds of each class), outstanding and entitled to vote thereon, of each
corporation at such separate meetings, it shall be signed and acknowledged
in the name and on behalf of each of the corporations by their respective
presidents or vice-presidents with their respective corporate seals attached,
attested by their respective secretaries or assistant secretaries. Stockholders
of said corporations not entitled to vote upon said agreement (other than
stockholders of the surviving corporation in the case of a merger) shall be
entitled to register at the meeting a protest against said agreement. There
shall be attached to said agreement the affidavits of the chairmen or the sec-
retaries of the respective stockholders' meetings that the same was duly ad-
vised by the boards of directors and approved by the stockholders of their
respective corporations. Said agreement, together with a copy thereof, shall
be delivered to the State Tax Commission, which, upon the payment and
not before, of the recording fees for which provision is hereinafter made,
and upon the payment, and not before, of the bonus tax prescribed by law,
if any payable, as in the case of a certificate of incorporation, shall receive
the same for record and endorse thereon the date and time of such receipt
and promptly record the same as in the case of a certificate of incorporation.
After such recording the State Tax Commission shall transmit the copy
of such agreement, duly certified by it, to the Clerk of the Circuit or
Superior Court (according to the location of the principal office of the
new or the surviving corporation, as the case may be), by whom the same
shall be again recorded. For the purposes of the bonus tax, a merger
effected pursuant to the provisions of this section shall be deemed to be