HARRY W. NICE, GOVERNOR. 1067

feeling aggrieved at the said action of the said court, shall ap-
peal to the Court of Appeals of Maryland, which right of appeal
from such action of the court is hereby given, and said con-
solidated corporation or the corporation surviving the
merger, as the case may be, shall pay such stockholder the
value of his stock ascertained as aforesaid. Upon receiv-
ing 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 cor-
porate 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 confirmation 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 mort-
gage or other lien placed on its property or franchises by the
consolidated corporation or, in the case of a merger, by the
surviving corporation after such merger has become effective,
and may be collected as other decrees in said court are by
law collectible.

36. (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 manner 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 meeting 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 19 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 president 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 ap-