HARRY W. NICE, GOVERNOR. Il4#

corporation of this State or any foreign corporation which
is duly authorized to acquire and hold such or similar prop-
erty. Notice of such meeting -shall likewise be given in
accordance with the provisions of Section 19 of this Article
to all stockholders of any grantor corporation organized
under the laws of this State who are not entitled to vote
upon such sale, lease or exchange; and such stockholders
shall be entitled to register at such meeting a protest
against such sale, lease or exchange. An agreement contain-
ing the terms and conditions of the proposed sale, lease or
exchange shall, after, approval by the board of directors,
be submitted for the approval of the stockholders of any
corporation organized under the laws of this State which
shall be a party to such agreement at a meeting warned
as aforesaid; and if approved by the affirmative vote of
two-thirds of all the stock (or, if two or more classes of
stock have been issued, of two-thirds of each class) out-
standing and entitled to vote thereon, such agreement shall
be executed and its terms and conditions performed by the
proper officers of the respective corporations. Any stock-
holder of any grantor corporation organized under the laws
of this State who, at such meeting, voted, or (in the case of
a stockholder not entitled to vote thereon) registered a
protest, against the agreement submitted, may within
twenty days after such meeting (but not afterwards) make
upon his corporation a written demand for payment for
his stock; and he shall be entitled to receive an amount
equal to the fair value thereof, unaffected by such sale, lease
or exchange of the corporate assets. If the dissenting
stockholder and his corporation shall fail to agree upon the
fair value of said stock, the stockholder shall be entitled
to file against his said corporation in any court of equity
having jurisdiction over the same, a petition for an account-
ing and for the ascertainment of the fair value of his shares,
and thereupon such proceedings shall be had as are pro-
vided by Section 35 of this Article. The proceeding by a
dissenting stockholder hereunder shall not prevent or
delay the execution and performance of any agreement
approved as aforesaid; but in the case of every such sale,
lease, or exchange, the vendee, lessee or grantee shall take
the property of the grantor corporation subject to its debts
and liabilities, including the claim of such dissenting stock-
holder if such dissenting stockholder shall have notified the
vendee, lessee or grantee corporation in writing of such
claim within twenty days after the meeting of stock-
holders of his corporation; and such property may
be subject to execution on any decree entered as