1148 LAWS OF MARYLAND. [CH. 551

ment for his stock, and shall, thereupon, be entitled to re-
ceive the fair value thereof, and if the dissenting stockhold-
er and such corporation shall fail to agree upon the fair
value of said stock, the dissenting stockholder may, within
thirty days after such written demand, apply by petition
to any court of equity having jurisdiction over said corpo-
ration, on reasonable notice to be furnished by said Court
to said corporation, for the appointment of three disinterest-
ed commissioners to appraise the fair value of his stock with-
out regard to any depreciation or appreciation thereof incon-
sequence of the said consolidation or merger; and on the
coming in of the answer to said petition, the court shall
pass an order referring the matter to three commissioners
named by it, for the purpose of ascertaining such value,
and such order shall prescribe the time and manner of pro-
ducing evidence, if necessary; and the award of said com-
missioners (or that of a majority of them) when confirmed
by said court, shall be final and conclusive on all parties,
unless any stockholder or the corporation consolidating or
merging as aforesaid, feeling aggrieved at the said action
of the said court, shall appeal to the Court of Appeals of
Maryland, which right of appeal from such action of the
court is hereby given, and said consolidated corporation or
the corporation surviving the merger, as the case may be,
shall pay such stockholder the value of his stock ascertained
as aforesaid, and on receiving such payment or on a tender
thereof, said stockholder shall transfer his stock to the said
corporation, which stock shall then have the status of au-
thorized but unissued stock; and in case the award is
not so paid within thirty days from the filing of said award
and confirmation by said court, or in case of an appeal,
within thirty days from the confirmation of said award by
the Court of Appeals, and notice thereof given in the man-
ner aforesaid to said stockholder and the said corporation,
the amount of the award shall be a decree against the said
corporation, which decree shall be a prior lien to any mort-
gage or other lien placed on its property or franchises by
the consolidated corporation or, in the case of a merger, by
the surviving corporation after such merger has become
effective, and may be collected as other decrees in said
court are by law collectible.

36. Every corporation of this State having capital
stock (except railroads) may, at any meeting duly warned
in accordance with the provisions of Section 19 of this
Article, sell, lease, or exchange all its property and assets
including its good will and franchises, to and with any other