CORPORATIONS 889

as the same had been theretofore possessed, held, used, operated, exercised
and enjoyed by the selling company, and the said purchasing company shall
also with respect to the said property and railroad so purchased and ac-
quired have, exercise and enjoy all the rights, powers, privileges and fran-
chises possessed, held and exercisable by it in respect to its other railroads
and property in this State.

Second. If any stockholder of any selling company incorporated under
the laws of this or of this and any other State or States, who shall not either
in person or by proxy have voted at such meeting of stockholders in favor
of said agreement, shall be dissatisfied with the price payable by the terms
thereof to the holders of shares of the selling company, such shareholder
may within thirty (30) days after the filing of said agreement in the office
of the Secretary of State apply by petition to any Judge of the Circuit
Court for any county in this State wherein any part of the railroad em-
braced in said agreement is situated, or to the Judge of the Superior Court
of Baltimore City, if any part of said railroad be situated within the limits
of said city, for the appointment of three disinterested commissioners to
estimate and appraise the share or shares of such stockholder at their market
value, without regard to any depreciation resultant from such sale, and the
award of said commissioners, when confirmed by the Court, shall be final
and conclusive, and thereupon the purchasing company shall pay to the
stockholder the value of his share or shares as ascertained by said appraise-
ment, and upon payment as aforesaid the stockholder shall transfer the said
share or shares absolutely to the purchasing company to be cancelled. The
commissioners aforesaid shall make their award in writing in triplicate
original, and shall deliver one of such originals to each party and file the
other with the Clerk of the Court within five (5) days after completing
the same; and if either party be dissatisfied with such award, exceptions
thereto shall be filed within fifteen (15) days after the award shall be filed
by the commissioners as aforesaid; and thereupon the Court shall fully
hear and consider the said exceptions, and either affirm the said award or
set the same aside, as it shall determine, and if set aside, appoint three other
disinterested commissioners to make another appraisement; whereupon
the same procedure shall be had as often as the Court shall set aside said
appraisement; and commissioners appointed by the Court as aforesaid shall
file their award as hereinabove provided within five (5) days after the day
of their appointment. If any stockholder shall proceed as herein author-
ized for the ascertainment and determination of the value of his stock of
the selling company, such action shall be treated as and conclusively pre-
sumed to be an election on the part of such stockholder to accept the cash
value of his stock as the same shall be ascertained and determined in the
proceeding herein authorized, and any right of conversion or exchange of
his stock for stock of the purchasing company shall by the institution of
such proceedings be terminated and annulled.

Third. If by the terms of the agreement stockholders of the selling com-
pany shall be given the right to convert or exchange their shares of stock
into shares of stock of the purchasing company, the failure or refusal of
any holders of shares of the selling company to accept within the period of
six months after the date named in said agreement for payment thereof
the cash value of their said shares as defined and set forth in said agree-
ment, shall be treated as and conclusively presumed to be an election on
the part of such holders to accept the stock of the purchasing company to
which by the terms of said agreement they shall be entitled, and thereafter