CORPORATIONS 887

powers, privileges and franchises which it has and may exercise respecting
its other railroads and property. Upon the filing in the office of the Secre-
tary of State of said copy of agreement as hereinabove provided, the capital
stock of said vendor corporation shall be wholly extinguished by payment,
in the mode prescribed in said agreement, of the stipulated price or value
thereof, and all certificates, representative thereof, shall be delivered to
the acquiring corporation for immediate cancellation, and all corporate
rights, privileges and franchises and property of every kind and nature
acquired under said agreement, shall thereafter be represented by the
capital stock of the acquiring corporation, and thereupon the corporate
existence of the said vendor corporation shall terminate.

Third. That the copy of said agreement, filed in the office of the Secre-
tary of State, as hereinabove as in this section provided, shall be evidence
of the lawful holding of the meetings of the stockholders of each corpora-
tion, and of the due approval of the said agreement as required by this
section, both by the stockholders and Public Service Commission of Mary-
land, and also of the precedent action of the directors of each corporation.
If any stockholder or stockholders of the railroad corporation, whose fran-
chises, corporate property,, rights, privileges and credits are acquired under
said agreement, shall be dissatisfied with said acquisition, and the terms
and conditions thereof contained in said agreement, then it shall and may
be lawful for any such stockholder or stockholders, within thirty days after
the filing of said agreement in the office of the Secretary of State as herein-
above provided, to apply by petition to the Circuit Court for the county in
which the chief office of the said vendor corporation may be situated, or to
the Superior Court of Baltimore City if its chief office be in the city of
Baltimore, to appoint three disinterested persons to estimate and appraise
the damage, if any, which such stockholder or stockholders shall suffer or
sustain by reason of the purchase and acquisition provided for by said agree-
ment, and whose award, or that of a majority of them, when confirmed by
said Court, shall be final and conclusive; and the person so appointed shall
also appraise the share or shares of said stockholders in the said company,
at the market value thereof, without regard to any depreciation resulting
from said purchase and acquisition, and the said company may, at its elec-
tion, either pay to the said holder the amount of damages so found, or the
value of the stock so ascertained, and upon payment of the value of the
stock, as aforesaid, the same shall be transferred to and be vested in said
acquiring company.

Fourth. In connection with and upon consummation of such acquisition
as aforesaid, the acquiring company may issue its own then authorized
capital stock or its own bonds, either or both, at not less than the par or face
value thereof, to such amount as may be required by said agreement, or as
may be found otherwise necessary for paying and extinguishing the out-
standing capital stock and bonded indebtedness, or either, of the corpora-
tion whose rights, property, privileges, franchises and credits are so
acquired.

An. Code, 1924, sec. 221. 1912, sec. 284B. 1918, ch. 430.

223. It shall be lawful for any railroad company, incorporated under
the laws of this State, or of this and any other State or States, whether in-
corporated under the provisions of this Article or by special Act or other-
wise, to purchase the railroad, property, rights, privileges, franchises and
credits of any other railroad company incorporated under the laws of this,