242 ARTICLE 23.

Appeals of Maryland, which right of appeal from such action of the court
is hereby given, and said consolidated corporation or the corporation sur-
viving the merger, as the case may be, 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 corpora-
tion, which stock shall then have the status of authorized but unissued
stock; 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 to said stock-
holder and the said corporation, the amount of the award shall be a decree
against the said corporation, which decree shall be a prior lien to any mort-
gage or other lien placed on its property or franchises by the consolidated
corporation or, in the case of a merger, by the surviving corporation after
such merger has become effective, and may be collected as other decrees in
said court are by law collectible.
See notes to sec. 36.

An. Code, 1924, sec. 36. 1912, sec. 32. 1908. ch. 240, sec. 32. 1918, ch. 466, sec. 32.

1935, ch. 551, sec. 36.

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 its property and
assets including its good will and franchises, to and with any other corpo-
ration of this State or any foreign corporation which is duly authorized to
acquire and hold such or similar property. Notice of such meeting shall
likewise be given in accordance with the provisions of Section 19 of this
Article to all stockholders of any grantor corporation organized under
the laws of this State who are not entitled to vote upon such sale, lease
or exchange; and such stockholders shall be entitled to register at such
meeting a protest against such sale, lease or exchange. An agreement con-
taining 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 thereon, such agree-
ment shall be executed and its terms and conditions performed by the
proper officers of the respective corporations. Any stockholder of any
grantor corporation organized under the laws of this State who, at such
meeting, voted, or (in the case of a stockholder not entitled to vote
thereon) registered a protest, against the agreement submitted, may with-
in twenty days after such meeting (but not afterwards) 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, lease or exchange of the corporate assets. If the dissenting