1108 LAWS OF MARYLAND. [CH. 452

this section shall be deemed to be the equivalent of a con-
solidation of existing corporations to form a new corpora-
tion, and the surviving corporation shall be required to
pay the bonus tax, if any, which would have been payable
by it as a new corporation formed by consolidation.

II. When one or more of the corporations is not a cor-
poration of this State, the agreement of consolidation or of
merger, as the case may be, shall be advised by the board of
directors and approved by the stockholders of each cor-
poration of this State party thereto in the manner and by
the vote required with respect to an agreement of consoli-
dation or of merger made pursuant to the provisions of
Sub-section I of this section, and stockholders of each of
said corporations not entitled to vote upon said agreement,
including stockholders of the surviving corporation in the
case of a merger only when the agreement contains an
amendment changing the terms of their stock, shall be en-
titled to notice of the meeting and to register thereat a
protest against said agreement as provided in said sec-
tion. 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 thereupon 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 Sub-section I of this section and of the
bonus tax, if any payable as hereinafter provided; pro-
vided, however, that as to each corporation party to said
agreement organized under the laws of another State, said
agreement shall contain, in lieu of the affidavit required
by said Sub-section I of this section, the affidavit of the
president or vice-president executing said agreement in the
name and on behalf of said corporation that the consolida-
tion or merger to be effected in accordance therewith was
duly advised, authorized or approved by the board of direc-
tors and/or stockholders of said corporation in the manner
and by the vote required by the laws of the State under
which organized. 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 surviving 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 corporations of this State made
pursuant to the provisions of Sub-section I of this section.