HARRY W. NICE, GOVERNOR. 1147

soever nature and description, of each of the corporations
parties to said agreement, and all debts and liabilities, of
whatsoever nature and description, due on whatever ac-
count to any of them, including subscriptions for shares and
other choses in action belonging to any of them, shall be
taken and be deemed to be transferred to, vested in and
devolved upon such new or surviving corporation, as the
case may be, without further act or deed; (d) the new or
the surviving corporation shall be responsible for all the li-
abilities and obligations of each of the corporations consoli-
dated or merged, in the same manner as if such new or
surviving corporation had itself incurred such liabilities
or obligations; but the liabilities of the corporations parties
to such agreement, or of their shareholders, directors or
officers shall not be affected, nor shall the rights of the
creditors thereof or of any persons dealing with such cor-
porations be impaired by such consolidation or merger,
and any claim existing or action or. proceeding pending
by or against any of such corporations may be prosecuted
to judgment as if such consolidation or merger had not
taken place, or the new or surviving corporation may be
proceeded against or substituted in its place.

(3) A duly certified copy of said agreement of consoli-
dation or of merger, as the case may be, from the records
of the Secretary of State, the State Tax Commission or the
Circuit or Superior Court, shall be evidence of said consoli-
dation or merger, of the existence of any new consolidated
corporation formed pursuant thereto, and of any amend-
ment or amendments made by said agreement. The record-
ing by the State Tax Commission of said agreement shall
be conclusive evidence of the payment of the recording fees
and the bonus tax, if any, required by law to be paid to it,
except in a direct proceeding by the State.

35. Any stockholder of any corporation of this State
party to an agreement of consolidation or of merger made
pursuant to the provisions of Section 33 or Section 33% of
this Article (other than stockholders of the surviving cor-
poration in the case of a merger) who at the meeting of
stockholders of such corporation voted, or (in the case of a
stockholder not entitled to vote thereon) registered a pro-
test, against the agreement submitted, may, within twenty
days after the agreement of consolidation or of merger, as
the case may be, has been received for record by the State
Tax Commission (but not afterwards), make upon the con-
solidated corporation or the corporation surviving the
merger, as the case may be, a written demand for the pay-