1090 Tr ans fer acco m- plished on affirmative vote of two-thirds of all outstanding stock . Recovery by dissen- tient stockholders . Petition allowed to District Supreme Conrt for accounting, if fair val ue not agreed u pon . Re fere e to be ap- pointed by court . Fair price to be as- cer tained by audit or of court if parties fur- ther disagree . Court decree to be final . Paym ent and trans- fer to be made. Lien grante d until award paid, etc . Payme nt of c osts . Right of appeal . Proce eding of dis- sent ing sto ckholder not to p reclude transfe r . Proviso . Proceedings vacated if t ransfer rescin ded . SEVENTY-FIRST CONGRESS . SESS . III . Cs. 120. 1931 : natural person . An agreement containing the terms and conditions of the proposed sale, lease, or exchange shall, after approval thereof by a majority of the trustees or directors of such vendor, lessor, or grantor corporation, be submitted to said stockholders at said meet- ing for their approval ; and if approved by the affirmative vote of two-thirds of all the stock outstanding (or, if two or more classes of stock have been issued, of two-thirds of each class, including stock of any class to which the charter denies the right to vote), such a greement s shall be execut ed and i ts terms and con ditions performed . Any stockholder who, at such meeting, voted against the agreement submitted or who shall in writing file his protest at least five days before the holding of such meeting, may within twenty days after such meeting (but not afterwards) make upon such vendor, lessor, or grantor corporation a written demand for payment for his stock ; and he shall thereupon be entitled to receive an amount equal to the fair value thereof, unaffected by such sale, lease, or exchange of said corporate property and assets . If such dissenting stockholder and s aid vend or, less or, or gr antor co rporatio n of whi ch he is a stock- holder shall fail to agree upon the fair value of said stock (or if, having agreed, such corporation shall fail to pay or tender the amount thereof), such stockholder shall be entitled to file, within thirty days after such written demand (but not afterwards), against said vendor, lessor, or grantor corporation, in the Supreme Court of the District of Columbia, a petition for an accounting and for the a scertain ment of the fair value of his sha res with out rega rd to any depreciation or appreciation thereof in consequence of such sale, lease, or exchange ; and on the coming in of the answer to said peti- tiou, which shall be filed within such reasonable period as the court may fix, the court shall pass an order referring the matter to a com- missioner or commissioners agreed upon by the parties, and if the parties do not so agree, then to the audit or of said court, for the pur- pose of ascertaining such fair value, and such order may prescribe the time and manner of producing evidence ; and the award of said commissioner or commissioners or that of a majority of them), or of said auditor, when confirmed by decree of said court, shall be final a nd conclusive on all parties, and s aid vendor, lessor, or grantor corporation shall pay such stockholder the fair value of his shares ascertained as aforesaid, and on receiving such payment or on a tender thereof, said stockholder shall transfer his stock to the said vendor, lessor, or grantor corporation for cancellation, and until said award is paid or tendered, said stockholder shall have a lien for the payment of such award on the proceeds of such sale, lease, or exchange, prior to any distribution by said vendor, lessor, or grantor corporation and said payment and lien may be collected and enforced in the same manner as other decrees and liens are by law enforceable in said Supreme Court of the District of Columbia. If the amount awarded said stockholder exceeds the amount offered by the corporat ion prior to the filing of said su it, costs shall be awarded to said stockholder ; otherwise, costs shall be awarded to the corpo- ration . Each party shall have the right of appeal as in other cases in the Supreme Court of the District of Columbia . The proceeding by a dissenting stockholder hereunder shall not prevent or delay the execution and performance of any agreeme nt so approved by the affirmative vote of two-thirds of each class of stock : Provided, how- ever, That the right granted to a dissenting stockholder hereunder to demand payment for his shares shall cease, if at any time prior to the entry of any decree herein provided for, the defendant corporation shall make it appear to said Supreme Court of the District of Colum- I
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