1066 LAWS OF MARYLAND. [CH. 504

be insolvent or shall be proved to be insolvent by
proof offered under any bill filed under the provisions of this
Section, it may, for cause shown and within the sound judicial
discretion of the court, be dissolved, after a hearing according
to the practice of courts of equity in this State, upon a bill
for that purpose filed in a court of equity of the county or
city in which the principal office of such corporation is
located. Such bill may be filed by any stockholder or creditor
of the corporation.

SEC. 10. And be it further enacted, That Sections 35 and
36 of Article 23 of the Annotated Code of Maryland (1935
Supplement) be and the same are hereby repealed and re-
enacted with amendments so as to read respectively as follows:

35. (a) Any stockholder of any corporation of this State
party to an agreement of consolidation or of merger made
pursuant to the provisions of Section 33 or Section 331/2 of
this Article (other than stockholders of the surviving cor-
poration in the case of a merger) who at the meeting of
stockholders of such corporation voted, or (in the case of a
stockholder not entitled to vote thereon) registered a protest,
against the agreement submitted, may, within twenty days
after the agreement of consolidation or of merger, as the
case may be, has been received for record by the State Tax
Commission (but not afterwards), make upon the consoli-
dated corporation or the corporation surviving the merger,
as the case may be, a written demand for the payment for
his stock, and shall, thereupon, be entitled to receive an
amount equal to the fair value thereof on the effective date of
such consolidation or merger without regard to any deprecia-
tion or appreciation thereof in consequence of such consolida-
tion or merger, with interest from said date. If the dissent-
ing stockholder and such corporation shall fail to agree
upon the fair value of said stock, the dissenting stockholder
may, within thirty days after such written demand, apply
by petition to any court of equity having jurisdiction over
said corporation, on reasonable notice to be furnished by
said court to said corporation, for the appointment of three
disinterested commissioners to appraise the fair value of his
stock; and on the coming in of the answer to said petition, the
court shall pass an order referring the matter to three commis-
sioners named by it, for the purpose of ascertaining such value,
and such order shall prescribe the time and manner of pro-
ducing 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 conclu-
sive on all parties, unless any stockholder or the corporation,