CORPORATIONS. 241

to such agreement, or of their shareholders, directors or officers shall not be
affected, nor shall the rights of the creditors thereof or of any persons
dealing with such corporations be impaired by such consolidation or merger,
and any claim existing or action or proceeding pending by or against any
of such corporations may be prosecuted to judgment as if such consolidation
or merger had not taken place, or the new or surviving corporation may
be proceeded against or substituted in its place.

(3) A duly certified copy of said agreement of consolidation or of
merger, as the case may be, from the records of the Secretary of State, the
State Tax Commission or the Circuit or Superior Court, shall be evidence
of said consolidation or merger, of the existence of any new consolidated
corporation formed pursuant thereto, and of any amendment or amend-
ments made by said agreement. The recording by the State Tax Com-
mission of said agreement 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, except in a direct proceeding by the State.

Cited but not construed in Thom v. Baltimore Trust Co., 158 Md. 355

An. Code, 1924, sec. 35. 1912, sec. 31. 1908, ch. 240, sec. 31. 1916, ch. 596, sec. 31.

1935, ch. 551, sec. 35.

35. Any stockholder of any corporation of this State party to an agree-
ment of consolidation or of merger made pursuant to the provisions of
Section 33 or Section 33 1/2 of this Article (other than stockholders of the
surviving corporation in the case of a merger) who at the meeting of stock-
holders of such corporation voted, or (in the case of a stockholder not
entitled to vote thereon) registered a protest, against the agreement sub-
mitted, may, within twenty days after the agreement of consolidation or
of merger, as the case may be, has been received for record by the State
Tax Commission (but not afterwards), make upon the consolidated corpo-
ration or the corporation surviving the merger, as the case may be, 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 such
corporation shall fail to agree upon the fair value of said stock, the dis-
senting stockholder may, within thirty days after such written demand,
apply by petition to any court of equity having jurisdiction over said
corporation, on reasonable notice to be furnished by said Court to said
corporation, for the appointment of three disinterested commissioners to
appraise the fair value of his stock without regard to any depreciation or
appreciation thereof in consequence of the said consolidation or merger;
and on the coming in of the answer to said petition, the court shall pass
an order referring 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 stock-
holder or the corporation consolidating or merging as aforesaid, feeling
aggrieved at the said action of the said court, shall appeal to the Court of