1068 LAWS OF MARYLAND. [CH. 504

proved by the stockholders of the corporation. When said
agreement has been so executed and also duly executed by or
in the name and on behalf of the other party or parties thereto,
its terms and conditions shall be performed by the proper
officers of the corporation.

(b) Any stockholder of the corporation who at the meeting
of the stockholders 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 such
meeting (but not afterwards), make upon the corporation a
written demand for payment for his stock, and shall be en-
titled to receive an amount equal to the fair value thereof on
the date of such sale, lease, exchange or transfer unaffected by
such sale, lease, exchange or transfer, with interest from said
date. If the dissenting stockholder and the corporation shall
fail to agree upon the fair value of said stock, the stockholder
may, within thirty days after such written demand, apply to
any court of equity having jurisdiction over the corporation,
on reasonable notice to be furnished by said court to the cor-
poration, for the appointment of three disinterested commis-
sioners to appraise the fair value of his stock, and thereupon
such proceedings shall be had as are provided by Section 35
of this Article. The proceeding by a dissenting stockholder
hereunder shall not prevent or delay the execution and per-
formance of any agreement approved as aforesaid; but in the
case of every such sale, lease, exchange or transfer, the vendee,
lessee or grantee shall take the property of the corporation
subject to its debts and liabilities, including the claim of every
such dissenting stockholder if such dissenting stockholder
shall have notified the vendee, lessee or grantee in writing of
such claim within twenty days after the sale, lease, exchange
or transfer. In case the award of the commissioners is not
paid within thirty days after confirmation thereof by the
court, or in case of an appeal within thirty days after con-
firmation thereof by the Court of Appeals, the amount of the
award shall be a decree against the corporation and such
decree shall have priority over any encumbrance placed by the
vendee, lessee or grantee upon the property so bought, leased,
exchanged or transferred and may be collected as other de-
crees in said court are by law collectible. The right granted
to a dissenting stockholder hereunder to receive payment for
his stock shall cease if, at any time prior to the confirmation
of the award by the lower court, or in the case of an appeal
prior to the confirmation of the award by the Court of Ap-
peals, the agreement of sale, lease, exchange or transfer shall
be rescinded by appropriate action so that the stock of the
dissenting stockholder remains unaffected thereby.