HARRY W. NICE, GOVERNOR. 1145

vote required with respect to an agreement of consolida-
tion or of merger made pursuant to the provisions of
Section 33 of this Article, and stockholders of each of said
corporations not entitled to vote upon said agreement
(other than stockholders of the surviving corporation in
case of a merger) shall be entitled to notice of the meet-
ing and to register thereat a protest against said agree-
ment as provided in said Section. Said agreement shall
also be advised, authorized or approved by the board of
directors and/or stockholders of each corporation party
thereto not organized under the laws of this State in the
manner and by the vote required by the laws of the State
under which organized, and said agreement shall there-
upon be executed, acknowledged, verified and recorded in
the manner, including payment of the same recording fees
prescribed with respect to an agreement of consolidation
or of merger made pursuant to the provisions of said Sec-
tion 33 and of the bonus tax, if any payable, as herein-
after provided; provided, however, that as to each cor-
poration party to said agreement organized under the laws
of another State, said agreement shall contain, in lieu of
the affidavit required by said Section 33, the affidavit of
the president or vice-president executing said agreement
in the name and on behalf of said corporation that the
consolidation or merger to be effected in accordance there-
with was duly advised, authorized or approved by the
board of directors and/or stockholders of said corpora-
tion in the manner and by the vote required by the laws
of the State under which organized; and, provided fur-
ther, that in the event the new or the surviving corpora-
tion is to be a corporation of another State, no copy of
such agreement need be transmitted to the Clerk of the
Circuit or Superior Court. No bonus tax shall be payable
where the new or the surviving corporation is to be a
corporation of another State, but if such new or surviv-
ing corporation will be a corporation of this State, there
shall be paid to the State Tax Commission a bonus tax
equal in amount to that which would be payable in the
case of a consolidation or merger of two or more corpora-
tions of this State made pursuant to the provisions of said
Section 33.

(4) The State Tax Commission shall prepare and
transmit to the proper Clerk or Clerks of Court a certi-
ficate or certificates of consolidation or of merger, as the
case may be, and such certificate or certificates shall be
recorded by said Clerks in the manner provided in Sec-
tion 33 of this Article.