THEODORE R. MCKELDIN, GOVERNOR 321

(5) Until the first meeting of stockholders of a corpora-
tion of this State formed by consolidation, the board of direc-
tors shall, unless otherwise provided in the articles of con-
solidation, have full power to make, alter and repeal by-laws,
which by-laws shall have the status of by-laws adopted by
the stockholders.

68. (Effect of Sale, Lease, Exchange or Transfer. ) Upon
a sale, lease, exchange or other transfer of all or substan-
tially all the property and assets of a corporation of this
State, in accordance with this sub-title:

(1) The property, rights, privileges and franchises of the
transferor shall be transferred to, vested in and devolved
upon the transferee to the extent provided in the articles,
without further act or deed. Notwithstanding this provision,
confirmatory deeds, assignments or other like instruments,
when deemed desirable to evidence such transfer, vesting or
devolution of any property, right, privilege or franchise, may
at any time, or from time to time, be made and delivered in
the name of the transferor by its officers holding office at the
time of execution of such deed or instrument, or if the trans-
feror is no longer in existence, by the last acting officers
thereof.

(2) The debts and obligations of the transferor shall be
assumed by the transferee to the extent, if any, provided in
the articles; but regardless of the terms of the articles, no
such sale, lease, exchange or transfer shall impair the rights
of any creditor of the transferor, including any rights under
the sales in bulk act.

69. (Rights of Objecting Stockholders. ) (a) Whenever
any corporation of this State (1) is consolidated with another
corporation, or (2) is merged into another corporation, or (3)
sells, leases, exchanges or otherwise transfers all or sub-
stantially all its property and assets, OR AMENDS ITS
CHARTER IN A MANNER MAKING THIS SECTION AP-
PLICABLE UNDER SECTION 10 OF THIS ARTICLE, any
stockholder of such corporation, who complies with the condi-
tions: in this section provided (but not otherwise), shall be
entitled to demand and receive payment of an amount equal to
the fair value of his stock. Objecting stockholders of the sur-
viving corporation in the case of a merger shall not be entitled
to receive payment for their stock under this section, unless
the merger alters the contract rights, as expressly set forth in
the charter, of any such outstanding stock and the charter
does not reserve the right to make such amendment. For all
purposes of this section, the fair value of such stock shall be
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