794 ARTICLE 23

purpose of ascertaining such value, and such order shall prescribe the time
and manner of producing evidence, if necessary.

(b) 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 stockholder or the corporation, feeling aggrieved at the said
action of the said court, shall appeal to the Court of Appeals of Maryland,
which right of appeal from such action of the court is hereby given, and
said consolidated corporation or the corporation surviving the merger,
as the case may be, shall pay such stockholder the value of his stock ascer-
tained as aforesaid. Upon receiving such payment or on a tender thereof,
said stockholder shall transfer his stock to the said corporation, which
stock may be held by the said corporation or sold or otherwise disposed of
by it from time to time for its corporate purposes. 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 confirma-
tion of said award by the Court of Appeals, the amount of the award shall
be a decree, against the said corporation, which decree shall be a prior lien to
any mortgage or other lien placed on its property or franchises by the con-
solidated corporation or, in the case of a merger, by the surviving corpora-
tion after such merger has become effective, and may be collected as other
decrees in said court are by law collectible.¹
See notes to sec. 38.

An. Code, 1924, sec. 36. 1912, sec. 32. 1908, ch. 240, sec. 32. 1918, ch. 466, sec. 32.
1935, ch. 551, sec. 36. 1937, ch. 504, sec. 36.

38. (a) Any corporation of this State having capital stock (except
railroads) may sell, lease, exchange or transfer all, or substantially all,
its property and assets, including its good will and franchises, in the man-
ner following:

An agreement containing the terms and conditions of the proposed sale,
lease, exchange or transfer, as the case may be, shall be submitted to the
board of directors of the corporation, which shall pass a resolution declaring
that such sale, lease, exchange or transfer is advisable and calling a meet-
ing of the stockholders of the corporation to take action thereon. The
meeting of the stockholders shall be duly warned in the manner provided
in Section 18 of this Article, and like notice shall be given to stockholders
of the corporation not entitled to vote upon said agreement. 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, two-thirds of each
class) outstanding and entitled to vote thereon, it shall be signed and
acknowledged in the name and on behalf of the corporation by its presi-
dent or one of its vice-presidents with its corporate seal attached, attested
by its secretary or one of its assistant secretaries. Stockholders of the
corporation not entitled to vote upon said agreement shall be entitled to
register at the meeting a protest against said agreement. There shall be
attached to said agreement the affidavit of the chairman or the secretary
of the stockholders' meeting that the same was duly advised by the board
of directors and approved by the stockholders of the corporation. When
said agreement has been so executed and also duly executed by or in the
name and on behalf of the other party or parties thereto, its terms and con-
ditions shall be performed by the proper officers of the corporation.

(b) Any stockholder of the corporation who at the meeting of the
stockholders voted, or (in the case of a stockholder not entitled to vote

¹ See footnote to sec. 23.