ACT. 23. ] CORPORATIONS. 37

payment for his stock; and he shall be entitled to receive an
amount equal to the fair value thereof, unaffected by such
sale, purchase, lease or exchange of the corporate assets. If
the dissenting stockholder and his corporation shall fail to
agree upon the fair value of said stock (or if having agreed
the corporation shall fail to pay or tender the amount thereof),
the stockholder shall be entitled to file against his said corpora-
tion in any Court of Equity having jurisdiction over the same,
a petition for an accounting and for the ascertainment of the
fair value of his shares; and thereupon such proceedings shall
be had as are provided by Section 31 of this Article. The
proceeding by a dissenting stockholder hereunder shall not
prevent or delay the execution and performance of any agree-
ment so approved by the affirmative vote of two-thirds of the
stock; but in the case of every such sale, lease or exchange, the
vendee, lessee or grantee shall take the property of the grantor
corporation subject to its debts and liabilities, including the
claim of such dissenting stockholder; and such property may
be subject to execution on any decree entered as herein pro-
vided, and such decree shall have priority over any incum-
brance placed by the grantee corporation upon the property so
bought, leased or exchanged; provided, however, that the right
granted to a dissenting stockholder hereunder to demand pay-
ment for his stock shall cease, if at any time prior to the entry
of any decree herein provided for, the defendant corporation
shall make it appear to the Court that the agreement of sale,
lease or exchange has been rescinded by appropriate corporate
action, so that the stock of such dissenting shareholder re-
mains unaffected thereby; and provided further, that the pro-
visions of this section and of the three preceding sections shall
not impair or affect in any way any restrictions, limitations
or other provisions, contained in any ordinance granting or
conferring any franchise heretofore passed by any municipal
corporation of this State prohibiting, limiting or restricting
the transfer or assignment of such franchise.

CAPITAL STOCK.
Certificates.

SEC. 33. Each stockholder shall be entitled to a certificate
which shall be signed by the president, or vice-president, and
by the secretary or assistant secretary, or treasurer or assist-
ant treasurer of the corporation and sealed with its seal—
which shall certify the number of shares owned by him in such
corporation. All certificates for stock which is restricted or
limited as to its transferability or voting powers, or which is
preferred or limited as to its dividends, or as to its share of the