EMERSON C, HARRINGTON, GOVERNOR. 475

under its corporate seal, and a copy of the agreement, with
said certificates attached, shall be filed with an application
drawn in accordance with Rule 10 of the present Rules of Prac-
tice and Procedure of the Public Service Commission of Mary-
land, with the Public Service Commission of Maryland, for their
approval; and upon the approval thereof by the Public Service
Commission of Maryland, a copy of the agreement, with a cer-
tified copy of the order of Public Service Commission of Mary-
land approving the same, shall be filed in the office of the Sec-
retary of State of this State; and immediately upon the filing
thereof all the property, real and personal and mixed, and all
the corporate rights, privileges and franchises and credits,
owned, possessed, held, used, or otherwise exercised, by the
vendor corporation, shall (subject, however, to full payment
in the manner prescribed by said agreement of the stipulated
price or value of the whole capital stock of said vendor corpora-
tion), become and be vested in the acquiring corporation,
subject to all the debts, liabilities and duties of said vendor
corporation, and shall thereafter be possessed, held, used, ex-
ercised and enjoyed by said acquiring corporation, as fully,
completely and absolutely in all respects as the same had been
theretofore owned, held, exercised and enjoyed by said vendor
corporation; and said acquiring corporation may also, with
respect to the property so acquired, have, exercise and enjoy
all the rights, powers, privileges and franchises which it has
and may exercise respecting its other railroads and property.
Upon the filing in the office of the Secretary of State of said
copy of agreement as hereinabove provided, the capital stock
of said vendor corporation shall be wholly extinguished by
payment, in the mode prescribed in said agreement, of the
stipulated price or value thereof, and all certificates, repre-
sentative thereof, shall be delivered to the acquiring corpora-
tion for immediate cancellation, and all the corporate rights,
privileges and franchises and property of every kind and
nature acquired under said agreement, shall thereafter be rep-
resented by the capital stock of the acquiring corporation, and
thereupon the corporate existence of the said vendor corpora-
tion shall terminate.

THIRD. That the copy of said agreement, filed in the office
of the Secretary of State, as hereinabove as in this Act pro-
vided, shall be evidence of the lawful holding of the meet-
ings of the stockholders of each corporation, and of the due
approval of the said agreement as required by this Act, both