4416

LAWS OF MARYLAND

Ch. 820

State of this State; and immediately upon the filing thereof
all the property, real and personal and mixed, and all the
corporate rights, privileges and franchises and credits,
owned, possessed, held, used, or otherwise exercised, by the
vendor corporation, shall (subject, however, to full payment
in the manner prescribed by said agreement of the stipulated
price or value of the whole capital stock of said vendor
corporation), become and be vested in the acquiring
corporation, subject to all the debts, liabilities and
duties of said vendor corporation, and shall thereafter be
possessed, held, used, exercised and enjoyed by said
acquiring corporation, as fully, completely and absolutely
in all respects as the same had been theretofore owned,
held, exercised and enjoyed by said vendor corporation; and
said acquiring corporation may also, with respect to the
property so acquired, have, exercise and enjoy all the
rights, powers, privileges and franchises which it has and
may exercise respecting its other railroads and property.
Upon the filing in the office of the Secretary of State of
said copy of agreement as hereinabove provided, the capital
stock of said vendor corporation shall be wholly
extinguished by payment, in the mode prescribed in said
agreement, of the stipulated price or value thereof, and all
certificates, representative thereof, shall be delivered to
the acquiring corporation for immediate cancellation, and
all corporate rights, privileges and franchises and property
of every kind and nature acquired under said agreement,
shall thereafter be represented by the capital stock of the
acquiring corporation, and thereupon the corporate existence
of the said vendor corporation shall terminate.

Third. That the copy of said agreement, filed in the
office of the Secretary of State, as hereinabove as in this
section provided, shall be evidence of the lawful holding of
the meetings of the stockholders of each corporation, and of
the due approval of the said agreement as required by this
section, both by the stockholders and Public Service
Commission of Maryland, and also of the precedent action of
the directors of each corporation. If any stockholder or
stockholders of the railroad corporation, whose franchises,
corporate property, rights, privileges and credits are
acquired under said agreement, shall be dissatisfied with
said acquisition, and the terms and conditions thereof
contained in said agreement, then it shall and may be lawful
for any such stockholder or stockholders, within thirty days
after the filing of said agreement in the office of the
Secretary of State as hereinabove provided, to apply by
petition to the circuit court for the county in which the
chief office of the said vendor corporation may be situated,
[or to the Superior Court of Baltimore City if its chief
office be in the City of Baltimore,] to appoint three
disinterested persons to estimate and appraise the damage,
if any, which such stockholder or stockholders shall suffer
or sustain by reason of the purchase and acquisition
provided for by said agreement and whose award, or that of a