4418

LAWS OF MARYLAND

Ch. 820

First. The two companies shall, pursuant to
resolutions duly adopted by their respective board of
directors, make and execute an agreement under their
respective corporate seals, duly attested, which shall
contain and set forth the terms and conditions of said
purchase and sale, and shall designate the number of
outstanding shares of the capital stock of the selling
company and the amount which under the terms of said
agreement will accrue and be payable to the holder of each
share in cash out of the purchase money or consideration to
be paid by the purchasing company. Such agreement may
further provide that all or any shareholders of the selling
company desiring so to do may, in lieu of the cash payment
to which they shall be entitled under and by virtue of the
terms of the agreement convert and exchange upon the terms
and conditions set forth and defined in the agreement their
shares of the stock of the selling company into shares of
stock of the purchasing company. After the said agreement
shall have been executed it shall be submitted to the
stockholders of each of the companies parties thereto at
separate meetings, either annual or special, duly called and
held in accordance with their respective charters and bylaws
and the applicable laws of this or of other states. In the
call for or notice of any meeting of stockholders of a
corporation of this or of this and any other state or
states, whether annual or special, reference shall be made
to the fact that the said agreement will be submitted to and
considered at such meeting. If the agreement shall be
approved by the holders of a majority in interest of the
capital stock of each company party thereto outstanding and
entitled to vote, then that fact shall be certified by the
secretary of each corporation under its corporate seal and a
copy of the agreement with the said certificates attached
shall be filed in the office of the Secretary of State of
this State, and concurrently with such filing all the
railroad, property, real and personal, rights, privileges,
franchises and credits of the selling company shall become
and be vested in the purchasing company, subject to full
payment in the manner prescribed in said agreement of the
stipulated price or value of the capital stock of the
selling company or to the right of exchange of stocks if the
same shall be provided for in said agreement, and to all the
debts, liabilities, duties and obligations of the selling
company, and shall be thereafter possessed, held, used,
operated, exercised and enjoyed by the purchasing company as
fully and completely in all respects as the same has been
theretofore possessed, held, used, operated, exercised and
enjoyed by the selling company, and the said purchasing
company shall also with respect to the said property and
railroad so purchased and acquired have, exercise and enjoy
all the rights, powers, privileges and franchises possessed,
held and exercisable by it in respect to its other railroads
and property in this State.