HARRY HUGHES, Governor

4419

Second. If any stockholder of any selling company
incorporated under the laws of this or of this and any other
state or states, who shall not either in person or by proxy
have voted at such meeting of stockholders in favor of said
agreement, shall be dissatisfied with the price payable by
the terms thereof to the holders of shares of the selling
company, such shareholder may within thirty (30) days after
the filing of said agreement in the office of the Secretary
of State apply by petition to any judge of the circuit court
for any county in this State wherein any part of the
railroad embraced in said agreement is situated, [or to the
judge of the Superior Court of Baltimore City, if any part
of said railroad be situated within the limits of said
city,] for the appointment of three disinterested
commissioners to estimate and appraise the share or shares
of such stockholder at their market value, without regard to
any depreciation resultant from such sale, and the award of
said commissioners, when confirmed by the court, shall be
final and conclusive, and thereupon the purchasing company
shall pay to the stockholder the value of his share or
shares as ascertained by said appraisement, and upon payment
as aforesaid the stockholder shall transfer the said share
or shares absolutely to the purchasing company to be
cancelled. The commissioners aforesaid shall make their
award in writing in triplicate original, and shall deliver
one of such originals to each party and file the other with
the clerk of the court within [five (5)] 5 days after
completing the same; and if either party be dissatisfied
with such award, exceptions thereto shall be filed within
[fifteen (15)] 15 days after the award shall be filed by the
commissioners as aforesaid; and thereupon the court shall
fully hear and consider the said exceptions, and either
affirm the said award or set the same aside, as it shall
determine, and if set aside, appoint three other
disinterested commissioners to make another appraisement;
whereupon the same procedure shall be had as often as the
court shall set aside said appraisement; and commissioners
appointed by the court as aforesaid shall file their award
as hereinabove provided within [five (5)] 5 days after the
day of their appointment. If any stockholder shall proceed
as herein authorized for the ascertainment and determination
of the value of his stock of the selling company, such
action shall be treated as and conclusively presumed to be
an election on the part of such stockholder to accept the
cash value of his stock as the same shall be ascertained and
determined in the proceeding herein authorized, and any
right of conversion or exchange of his stock for stock of
the purchasing company shall by the institution of such
proceedings be terminated and annulled.

Third. If by the terms of the agreement stockholders
of the selling company shall be given the right to convert
or exchange their shares of stock into shares of stock of
the purchasing company, the failure or refusal of any
holders of shares of the selling company to accept within