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stock of the new corporation, the par value of each share, the
manner of converting the capital stock of each of said com-
panies into that of the new corporation, how and when direc-
tors and officers shall be chosen, and such other details as they
shall deem necessary to effect the complete consolidation of
said companies, their capital stock, franchises, railroads and
other property, and perfect the organization of the new corpo-
ration ; and when all of these things shall have been so
agreed upon by the board of directors of each of said con-
solidating companies, each of said board of directors shall
direct the incorporation thereof in an agreement between the
said two companies, and cause the corporate seal of their
respective companies to be affixed thereto, and the
same to be signed by their respective presidents and by a
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CHAP. 478.
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majority of their respective boards of directors and attested
by their respective secretaries. 2. Said agreement having been
so executed as aforesaid, shall be submitted to the stockholders
of each company party thereto, at an annual or special meet-
ing of such company, for their consolidation and action
thereon; the call for such meeting shall state that such
agreement will be submitted for their consideration thereat,
and due notice of the time and place of holding such meeting,
and the intended submission of such agreement thereat shall
be given by written or printed notices addressed to each of the
persons or corporations in whose names the capital stock of
said company stands on the books thereof, and delivered to
such persons or corporations, respectively, or sent to them by
mail, when their postoffice address is known to the company,
and also by general notice published in one or more daily
newspapers published in the city of Baltimore, for a period of
not lees than fifteen days prior to said meeting ; and at said
meeting the agreement shall be considered, and a vote of the
stockholders by ballot, either in person or by proxy, taken for
the adoption or rejection of the same, each share entitling the
holder thereof to one vote; and if the votes of stockholders
of each company representing two-thirds of its capital stock
shall be for the adoption of said agreement, then that fact
Shall be certified thereon by the secretary of each company
under its corporate seal ; and a copy thereof duly certified
under the corporate seal of each of said companies by their
respective secretaries shall be filed in the office of the Secretary
of State of this State, and shall from thence be deemed and
taken to be the agreement and act of consolidation of the said
companies ; and a copy of said agreement and act of consolida-
tion, duly certified by said Secretary of State under the seal
thereof, shall be evidence of the existence of said new cor-
poration.
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Agreement
submitted
to the
stockholders.
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