36 LAWS OF MARYLAND.

tion to any Court of Equity having jurisdiction over the con-
solidated corporation, on reasonable notice to be furnished by
said Court to said consolidated corporation, for the appoint-
ment of three disinterested commissioners to appraise the fair
value of his stock without regard to any depreciation or appre-
ciation thereof in consequence of the said consolidation, and
on the coming in of the answer to said petition, the Court
shall pass an order referring the matter to three commissioners
named by it, for the purpose of ascertaining such value, and
such order shall prescribe the time and manner of producing
evidence, if necessary; and the award of said commissioners
(or that of a majority of them) when confirmed by said Court,
shall be final and conclusive on all parties, and said consolida-
ted corporation shall pay such stockholder the value of his
stock ascertained as aforesaid, and on receiving such payment
or on a tender thereof, said stockholder shall transfer his
stock to the said consolidated corporation, to be disposed of
by the directors thereof or to be retained for the remaining
stockholders; and in case the award is not so paid within thirty
days from the filing of said award and confirmation by said
Court, and notice thereof given in the manner aforesaid unto
said stockholder and the said consolidated corporation, the
amount of the award shall be a decree against the said con-
solidated corporation, which decree shall be a prior lien to any
mortgage or other lien placed on its property or franchises by
said consolidated corporation, and may be collected as other
decrees in said Court are by law collectible.

SEC. 32. Every corporation of this State having a capital stock
(except railroads) may at any meeting duly warned in accord-
ance with the provisions of Section 15 of this Article, sell, lease
or exchange all of its property and assets as an entirety,
including its good will and franchises, to and with any other
corporation of this State which is duly authorized to acquire
and hold such or similar property. An agreement containing
the terms and conditions of the proposed sale, lease or exchange
shall, after approval by the board of directors, be submitted
for the approval of the stockholders of each corporation at a
meeting warned as aforesaid; and if approved by the affirma-
tive vote of two-thirds of all the stock (or if two or more classes
of stock have been issued, of two-thirds of each class) out-
standing and entitled to vote, such agreement shall be executed
and its terms and conditions performed by the proper officers
of the respective companies. Any stockholder of either corpora-
tion who at such meeting voted against the agreement sub-
mitted, may within twenty days after such meeting (but not
afterward) make upon his corporation a written demand for