886 ARTICLE 23

lease held not to be in excess of the authority conferred by this section, there being
nothing in the record to show that the lease included property owned by the lessor not
used in connection with its railroad or the operation of its franchise. Buckler v. Safe
Deposit Co., 115 Md. 226.

A lease under this section referred to in construing the public service commission law;
see notes to sec. 344. Public Service Comm. v. P., B. & W. R. R. Co., 122 Md. 442.

An. Code, 1924, sec. 220. 1912, sec. 284A. 1916, ch. 235.

222. It shall be lawful for any railroad company, incorporated under
the laws of this State, or of any other State of the United States, owning
a railroad in this State, connecting with that of any other railroad company
of this State, or of any other State of the United States, in this State, and
owning at least two-thirds of the capital stock of the latter, to acquire, in
the manner hereinafter provided, and thereafter to be possessed of, own,
hold, exercise and enjoy, all the property, real and personal, and all the
rights, privileges and franchises and credits then possessed, owned, held or
exercised by said last-mentioned vendor corporation; and such acquisition
shall be effected in the manner and upon the conditions hereinafter stated,
to wit:

First. The corporations shall, pursuant to resolution duly adopted by the
directors of each, make and execute, under their respective corporate seals,
duly attested, an agreement providing for such acquisition and sale, speci-
fying all essential details, terms, stipulations and conditions thereof, and
particularly showing the number of outstanding shares of capital stock of
the vendor corporation, the amount fixed as the price or value per share
thereof, and the mode by which the respective holders shall receive payment
for the same, and with a map of the railroad to be acquired thereunder,
annexed to and made part thereof.

Second. Said agreement, after due notice is given all directors of such
corporation, shall be submitted for approval or disapproval to the stock-
holders of each corporation at separate meetings, either annual or special,
duly convened, and if said agreement shall be approved by a majority of
the stockholders of each corporation present at such meeting, then that fact
shall be certified by the secretary of each corporation under its corporate
seal, and a copy of the agreement, with said, certificates attached, shall be
filed with an application drawn in accordance with Rule 10 of the present
Rules of Practice and Procedure of the Public Service Commission of
Maryland, with the Public Service Commission of Maryland, for their
approval; and upon the approval thereof by the Public Service Commis-
sion of Maryland, a copy of the agreement, with a certified copy of the
order of Public Service Commission of Maryland approving the same, shall
be filed in the office of the Secretary of State of this State; and immedi-
ately upon the filing thereof all the property, real and personal and mixed,
and all the corporate rights, privileges and franchises and credits, owned,
possessed, held, used, or otherwise exercised, by the vendor corporation,
shall (subject, however, to full payment in .the manner prescribed by said
agreement, of the stipulated price or value of the whole capital stock of
said vendor corporation), become and be vested in the acquiring corpora-
tion, subject to all the debts, liabilities and duties of said vendor corpora-
tion, and shall thereafter be possessed, held, used, exercised and enjoyed by
said acquiring corporation, as fully, completely and absolutely in all re-
spects as the same had been theretofore owned, held, exercised and enjoyed
by said vendor corporation; and said acquiring corporation may also, with
respect to the property so acquired, have, exercise and enjoy all the rights,