322 LAWS OF MARYLAND [CH. 135

determined as of the close of business on the day of the stock-
holders' vote on the action to which objection is made by the
stockholder demanding payment, excluding any appreciation
or depreciation directly or indirectly consequent upon such
action or the proposal thereof.

(b) Any stockholder of any corporation of this State desir-
ing to receive payment of the fair value of his stock in accord-
ance with this section, (1) shall prior to, or at, the meeting
of stockholders file with such corporation objection in writing
to the proposed action submitted; (2) shall not vote in favor
of such action; (3) shall within twenty days after the articles
of consolidation, merger, sale, lease, exchange or transfer OR
CHARTER AMENDMENT have been accepted for record by
the Commission, make upon the consolidated corporation, the
corporation surviving the merger or the tranferee OR COR-
PORATION WHOSE CHARTER HAS BEEN AMENDED
(each of which is hereafter in this section referred to as the
"successor") written demand for payment for his stock, stating
the number and class of shares for which payment is demanded.
Any stockholder who fails to comply with the requirements of
this section within the time specified shall be bound by the
terms of the consolidation, merger or transfer.

(c) The successor shall promptly deliver or mail to each
objecting stockholder written notice of the date of acceptance
of the articles for record by the Commission. The successor
may also deliver or mail to each objecting stockholder a written
offer to pay for his stock a price deemed by the successor to
be the fair value of such stock. Such offer shall be accom-
panied by a balance sheet of the corporation which issued
such stock, as of a date not more than six months prior to
the making of such offer, a profit and loss statement for the
twelve months' period ended on the date of such balance sheet
and such other information as the successor may deem perti-
nent. The notice and offer shall be personally delivered by
the successor to each such stockholder, or shall be mailed by
registered mail, postage prepaid, addressed to the stockholder
at such post office address as he has supplied in writing to
the successor, or, if none, at his post office address as it appears
on the records of the corporation which issued such stock.

(d) Within fifty days after acceptance of the articles for
record by the Commission, either the successor or any object-
ing stockholder, who has not received payment for his stock,
may petition the court of equity of the county in which is
located the principal office of the successor in this State or,
if there is no principal office in this State, the resident agent
of the successor, to determine the fair value of such stock. If
more than one such proceeding has been instituted, the court