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postoffice address of the place at which the principal office of the corporation in this State will be located, as in the case of a certificate of incorporation and the name or names and postoffice address or addresses of the resident agent or agents who will be in charge thereof, as in the case of a certificate of incorporation; (e) the counties in this State in which any of the consolidating corporations own property, the title to which could be affected by the recording of an instrument among the land records, and if any of the consolidating corporations own such property in the City of Baltimore, the agreement of consolidation shall so state; (f) the number, names and addresses of the directors and the names of the officers, who shall act as such until their successors are duly chosen and qualified; (g) the amount of authorized capital stock of each consolidating corporation and the total amount of authorized capital stock of the new corporation and the number and par value of the shares; (h) the total amount of capital stock of the new corporation to be issued for stock of the consolidating corporations; (i) the restrictions, if any, imposed upon the transfer of the shares or of any of them; (j) if the capital stock is classified, the amount, par value, preferences, restrictions and qualifications of each class, specifying the amount of each class authorized and the amount of each class to be issued for stock of the consolidating corporations; (k) the manner of converting the capital stock of each of the consolidating corporations into stock of the new corporation; (1) all such other provisions and details which shall be deemed necessary to perfect the consolidation. The agreement of consolidation may also contain any amendment or amendments which may be desired, but if such amendment or amendments be made therein, the agreement of consolidation shall contain all of the matters and thing required to be stated in articles of amendment when such amendment or amendments is or are made under the provisions of Sections 24 to 28, inclusive, of this Article; and no amendment not authorized by said sections may be made, but this provision shall not prevent the issuance of an amount of stock of the new corporation greater or less than the stock of the consolidating corporations for which it is exchanged. The agreement of consolidation shall first be submitted to the boards of directors of the consolidat
ing corporations, which shall each pass resolutions declaring that such consolidation is advisable and calling separate meetings of the stockholders of the respective consolidating corporations to take action thereon. The meeting of the stockholders shall be duly warned in the manner provided in Section 15 of this Article. If said agreement of consolidation be approved by the affirmative vote of two-thirds of all of the shares (or, if two or more classes of shares have been issued, of two-thirds of each class), outstanding and entitled to vote, of each consolidating corporation at such separate meetings, it shall be signed and acknowledged in the names of the respective consolidating corporations on behalf thereof by their respective presidents or vice-presidents with their respective corporate seals attached, attested by their respective secretaries or assistant secretaries. There shall be attached to said agreement of consolidation the affidavits of the secretaries of the respective stockholders' meetirgs that the same was duly advised by the boards of directors and approved by the stockholders of their respective corporations. Said agreement of consolidation, together with a copy thereof, shall be delivered to the State Tax Commission, which, upon payment, and not before, of the recording fees for which provision is hereinafter made, and upon the payment, and not before, of the bonus tax prescribed by law, if any payable, as in the case of a certificate of incorporation, shall receive the same for record and endorse thereon the date and time of such receipt and promptly record the same as in the case of a certificate of incorporation. After such recording the State Tax Commission shall transmit the original agreement of consolidation to the Secretary of State, by whom the same shall be again recorded, and shall transmit a copy thereof duly certified by it to the Clerk of the Circuit or Superior Court (according to the location of the principal office of the corporation as stated in said agreement of consolidation) by whom the same shall be again recorded. The State Tax Commission shall prepare a certificate or certificates of consolidation giving the names of the consolidating corporations, the name and the location of the principal office of the new corporation, the date of the agreement of consolidation and the time of the receipt of the same for record in the office of the State Tax
Commission. One of such certificates of consolidation shall be transmitted by the Commission to the Clerk of the Circuit Court of each county in which any one of the consolidating corporations owns property the title to which could be affected by the recording of an instrument among the land records, as shown by the agreement of consolidation, and if any of the consolidating corporations own such property in Baltimore City, as shown by the agreement of consolidation, one of such certificates shall be transmitted to the Clerk of the Superior Court of said city. Upon receipt of such certificate by a Clerk of a Circuit or Superior Court, the same shall be by him promptly recorded among the land records. At the time of receiving such agreement of consolidation for record the State Tax Commission shall collect recording fees of twenty dollars; six dollars of the fees so collected shall be paid by it to the Secretary of State; four dollars thereof shall be paid by it for recording the same to the Clerk of the Circuit or Superior Court to whom such agreement of consolidation shall be transmitted for recording, as aforesaid, and for the balance it shall account quarterly to the Comptroller and pay the same forth with to the State Treasurer for the use of the State. In addition to any other recording fees required by law, the State Tax Commission shall, at the time of receiving the agreement of consolidation for record, collect a recording fee of two dollars for each certificate of consolidation required, and one-half of each such fee shall be paid by it for recording the same to the Clerk of each Circuit or Superior Court to whom a certificate of consolidation is transmitted for recording, as aforesaid, and for the other onehalf it shall account quarterly to the Comptroller and pay the same forthwith to the State Treasurer for the use of the State.*
Code, art. 23, sec. 30. 1916, ch. 596, sec. 8, par. 30. 30. When such agreement of consolidation has been delivered to the State Tax Commission with the fees required by Section 29 of this Article and the bonus tax, if any payable, and not before, all of the property and assets belonging to said consolidating corporations of whatsoever nature and description, and all the powers and rights and all debts and liabilities
• See note to Act 23, sec. 30.
of said consolidating corporations of whatsoever nature and description, shall be devolved upon said new corporation, which shall be regarded as substituted by operation of law in the room and stead of said consolidating corporations; and from the time of the delivery of said agreement of consolidation, as aforesaid, any amendment or amendments made by said agreement of consolidation shall take effect, and not before. A duly certified copy of said agreement of consolidation from the records of the Secretary of State, the State Tax Commission or the Circuit or Superior Court shall be evidence of said consolidation and of any amendment or amendments made by said agreement of consolidation. The recording by the State Tax Commission of said agreement of consolidation shall be conclusive evidence of the payment of the recording fees and bonus tax, if any, required by law to be paid to it, and of the existence of said consolidated corporation, except in a direct proceeding by the State.*
1908, ch. 240, sec. 31. 1916, ch. 596, sec. 9a, par. 31. 31. Any stockholder of any corporation consolidating as aforesaid, who at such meeting voted against the agreement submitted, may, within twenty days after the agreement of consolidation has been delivered to the State Tax Commission (but not afterwards), make upon the consolidated corporation a written demand for the payment for his stock, and shall, thereupon, be entitled to receive the fair value thereof, and if the dissenting stockholder and the consolidated corporation shall fail to agree upon the fair value of said stock, or if, having agreed, the corporation shall fail to pay or tender the amount thereof, the dissenting stockholder may, within thirty days after such written demand, apply by petition to any court of
• Orrick vs. Fidelity & Deposit Co., 113 Md. 239. In Diggs vs. Fidelity & Deposit Co., 112 Md. 50, the court, in speaking of the effect of a consolidation, said : “The rights and powers received by it (the consolidated company) from the State at its formation, although identical in character with those which had been possessed by the extinct constituent corporations, are its own rights and powers and are exercisable by it alone. The property and franchises formerly held by the extinct constituent corporations thereby becomes its own and are held by it in its own right.
It may, in its discretion, apply particular portions of its property to like uses
but in so doing it holds and uses the property in its own right and on its own account, and not as and for the extinct constituent corporations or in a special capacity as their successors."
equity having jurisdiction over the consolidated corporation, on reasonable notice to be furnished by said court to said consolidated corporation, for the appointment of three disinter ested commissioners to appraise the fair value of his stock without regard to any depreciation or appreciation thereof in consequence of the said consolidation, and on the coming in of the answer to said petition, the court shall pass an order referring the matter to three commissioners named by it, for the purpose of ascertaining such value, and such order shall prescribe the time and manner of producing evidence, if necessary; and the award of said commissioners (or that of a majority of them), when confirmed by said court, shall be final and conclusive on all parties, unless any stockholder or the corporation consolidating as aforesaid, feeling aggrieved at the said action of the said court, shall appeal to the Court of Appeals of Maryland, which right of appeal from such action of the Court is hereby given, and said consolidated corporation shall pay such stockholder the value of his stock ascertained as aforesaid, and on receiving such payment or on a tender thereof, said stockholder shall transfer his stock to the said consolidated corporation, which stock shall then have the status of authorized but unissued stock; and in case the award is not so paid within thirty days from the filing of said award and confirmation by said court, or in case of an appeal, within thirty days from the confirmation of said award by the Court of Appeals, and notice thereof given in the manner aforesaid unto said stockholder and the said consolidated corporation, the amount of the award shall be a decree against the said consolidated corporation, which decree shall be a prior lien to any mortgage or other lien placed on its property or franchises by said consolidated corporation, and may be collected as other decrees in said court are by law collectible.
1908, ch. 240, sec. 32.
32. Every corporation of this State having a capital stock (except railroads) may at any meeting duly warned in accordance with the provisions of Section 15 of this Article, sell, lease or exchange all of its property and assets as an entirety, including its good will and franchises, to and with any other cor