896 LAWS OF MARYLAND. [CH. 430

conditions of said purchase and sale, and shall designate the
number of outstanding shares of the capital stock of the selling
company and the amount which under the terms of said agree-
ment will accrue and be payable to the holder of each share in
cash out of the purchase money or consideration to be paid by
the purchasing company. Such agreement may further pro-
vide that all or any shareholders of the selling company desir-
ing so to do may, in lieu of the cash payment to which they
shall be entitled under and by virtue of the terms of the agree-
ment, convert and exchange upon the terms and conditions set
forth and defined in the agreement their shares of the stock of
the selling company into shares of stock of the purchasing com-
pany. After the said agreement shall have been executed it
shall be submitted to the stockholders of each of the companies
parties thereto at separate meetings, either annual or special,
duly called and held in accordance with their respective char-
ters and by-laws and the applicable laws of this or of other
States. In the call for or notice of any meeting of stockhold-
ers of a corporation of this or of this and any other State or
States, whether annual or special, reference shall be made to
the fact that the said agreement will be submitted to and con-
sidered at such meeting. If the agreement shall be approved
by the holders of a majority in interest of the capital stock of
each company party thereto outstanding and entitled to vote,
then that fact shall be certified by the secretary of each cor-
poration under its corporate seal and a copy of the agreement
with the said certificates attached shall be filed in the office of
the Secretary of State of this State, and concurrently with
such filing all the railroad, property, real and personal, rights,
privileges, franchises and credits of the selling company shall
become and be vested in the purchasing company, subject to
full payment in the manner prescribed in said agreement of
the stipulated price or value of the capital stock of the selling
company or to the right of exchange of'stocks if the same shall
be provided for in said agreement, and to all the debts, liabili-
ties, duties and obligations of the selling company, and shall
be thereafter possessed, held, used, operated, exercised and en-
joyed by the purchasing company as fully and completely in
all respects as the same had been theretofore possessed, held,
used, operated, exercised and enjoyed by the selling company,
and the said purchasing company shall also with respect to the
said property and railroad so purchased and acquired have,
exercise and enjoy all the rights, powers, privileges and fran-