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and officers shall be chosen or appointed; together with all such other provisions and details as such first mentioned directors shall deem necessary to perfect the merger or consolidation of said corporation.

II. The said agreement shall be submitted to the stockholders of each of said merging or consolidating corporations, separately, at a meeting thereof, to be called for the purpose of taking the same into consideration; and twenty days' notice of the time, place and object of such meeting shall be mailed to the last known post-office address of each of such stockholders respectively; and, at the said meetings of stockholders the said agreement of such directors shall be considered, and a vote of the stockholders of each corporation by ballot shall be taken separately, for the adoption or rejection of the same, each share of stock entitling the holder thereof to one vote, and said ballots shall be cast in person or by proxy; and if the votes of the holders of two-thirds of all the capital stock of each of the said merging or consolidating corporations shall be for the adoption of said agreement, then that fact shall be certified thereon by the secretary of each of the respective corporations, under the seal thereof, and the agreement, so adopted and so certified, shall be filed in the office of the secretary of state, and shall from thence be deemed and taken to be the agreement and act of merger or consolidation of the said corporations, and a copy of said agreement and act of merger or consolidation, duly certified by the secretary of state under the seal thereof, shall be evidence of the existence of such new or consolidated corporation.

236. Filing of terms of merger and consolidation.

SEC. 3. Upon the making and perfecting the said agreement and act of merger or consolidation, as provided in the preceding section, and filing the same in the office of the secretary of state, as aforesaid, the several corporations, parties thereto, shall be deemed and taken to be one corporation, by the name provided in said agreement (in case a new corporation shall be created thereby), or by the name of the consolidated corporation into which said other contracting corporation or corporations shall be so merged or consolidated, as the case may be, and possessing all the rights, privileges, powers and franchises, as well of a public as of private nature, and being subject to all the

restrictions, disabilities and duties of each of such corporations so merged or consolidated, except as altered by the provisions of this act.

237. Consolidated company invested with all powers and property of the constituent companies.

SEC. 4. Upon the consummation of said act of merger or consolidation, as aforesaid, all and singular, the rights, privileges, powers and franchises of each of said corporations, parties to the same, and all property, real, personal and mixed, and all debts due on whatever account, as well for stock subscriptions as all other things in action or belonging to each of such corporations, shall be deemed and taken without further act or deed to be transferred to and vested in the corporation into which such merger or consolidation shall have been made; and all property rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectually the property of the said new or consolidated corporation as they were of the several and respective former corporations, parties to said agreement; and the title to any real estate, whether by deed or otherwise, under the laws of this state, vested in either of such corporations, shall not be deemed to revert or be in any way impaired by reason of this act; provided, however, that all rights of creditors and all liens upon the property of either of said former corporations shall be preserved unimpaired, and the respective former corporations may be deemed to continue in existence, in order to preserve the same; and all debts, liabilities and duties of either of said former corporations shall thenceforth attach to said new or consolidated corporation, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

238. Shares of dissenting stockholders of public corporation to be taken by condemnation.

SEC. 5. Where the corporation or corporations authorized to merge or consolidate by the first section of this act, shall have the right to exercise any franchise, for public use, then if any stockholder of any corporation hereby authorized to be merged or consolidated with any other or others, not voting in favor of such agreement, shall dissent therefrom and shall refuse or neglect to convert his or her stock into the stock of such new or consolidated corporation, or to dispose thereof in the manner

and on the terms specified in such agreement, such dissenting stockholder or such new or consolidated corporation may, at any time within thirty days after the adoption and filing of the said agreement of consolidation by the stockholders as in this act provided, apply by petition to the court of common pleas of the county in which the chief office of the corporation whose stockholders shall so dissent or neglect, was or is located, or to a judge of said court in vacation (if no such court sits within said period), on reasonable notice to be prescribed by said court or judge to said new or consolidated corporation, or to such dissenting stockholder, as the case may be, for the appointment of three disinterested appraisers to appraise the full market value of his or her stock, without regard to any depreciation or appreciation thereof in consequence of the said merger or consolidation, and whose award (or that of a majority of them), when confirmed by the said court, shall be final and conclusive on all parties, and said new or consolidated corporation shall pay to such stockholder the value of his or her stock as aforesaid; and on receiving such payment, or on a tender of such value, or in case of any legal disability or absence from the state, on the payment of such value into said court, said stockholder shall transfer his or her said stock to the said new or consolidated corporation to be disposed of by the directors thereof, or to be retained for the benefit of the remaining stockholders thereof; and in case the value of said stock as aforesaid is not so paid or tendered within thirty days from the filing of said award and confirmation by said court, and notice thereof to be given in the manner aforesaid unto said stockholder or said new or consolidated corporation, the amount of the value of said stock, so found and confirmed, shall be a judgment against said corporation, and may be collected as other judgments in said court are by law recoverable.

239. Consolidated company may issue bonds and stocks and hold stocks of other corporations.

SEC. 6. In all cases of merger or consolidation of two or more corporations under and by virtue of the provisions of this act, the said new or consolidated corporation shall have power and authority to issue bonds or other obligations, negotiable or otherwise, and with or without coupons or interest certificates thereto attached, to an amount sufficient with its capital stock

to provide for all the payments it will be required to make or obligations it will be required to assume, in order to effect such merger or consolidation; to secure the payment of which bonds or obligations it shall be lawful to mortgage its corporate franchises, rights, privileges and property, real, personal and mixed; provided, such bonds shall not bear a greater rate of interest than six per centum per annum; and that it shall also be lawful for said new or consolidated corporation to purchase, acquire, hold and dispose of the stocks of other corporations of this state or elsewhere, and to exercise in respect thereto all the powers of stockholders thereof; and that it shall also be lawful for said new or consolidated corporation to issue capital stock, either common or preferred, or both, to such an amount as may be necessary, to the stockholders of such merging or consolidating corporations in exchange or payment for their original shares, in the manner and on the terms specified in said agreement of merger or consolidation; which agreement may also provide for the issue of preferred stock based on the property or stock of the merging or consolidating corporations conveyed to the new or consolidated corporation, as well as upon money capital paid in, and may fix the amount of such preferred stock.

240. Act not to apply to railroad, insurance, banking or canal companies.

SEC. 7. The provisions of this act shall not apply to any railroad company, insurance company, (except companies for the insurance or guaranty of the title to lands or any estates or interests in lands), banking company, savings bank or other corporation intended to derive profit from the loan and use of money, turnpike company or canal company.

SEC. 8. All acts and parts of acts inconsistent herewith, be and the same are hereby repealed, and that this act shall take effect immediately.

241. Taxes in arrear, receiver may be appointed.

[A Supplement to the amendatory act of March 20th, 1891, supra § 210, approved March 13, 1893. P. L., ch. 138.]

SEC. 1. After any corporation of this state has failed and neglected for the space of two consecutive years to pay the taxes imposed upon it by law, and the comptroller of this state shall have reported such corporation to the governor of this

state, as provided in said amendatory act, then it shall be lawful for the attorney general of this state to proceed against said corporation in the court of chancery of this state for the appointment of a receiver, or otherwise, and the said court in such proceeding shall ascertain the amount of the taxes remaining due and unpaid by such corporation to the state of New Jersey, and shall enter a final decree for the amount so ascertained, and thereupon a fieri facias or other process shall issue for the collection of the same as other debts are collected, and if no property which may be seized and sold on fieri facias shall be found within the said state of New Jersey, sufficient to pay such decree, the said court shall further order and decree that the said corporation, within ten days from and after the service of notice of such decree upon any officer of said corporation upon whom service of process may be lawfully made, or such notice as the court shall direct, shall assign and transfer to the trustee or receiver appointed by the court, any chose in action, or any patent or patents, or any assignment of, or license under any patented invention or inventions owned by, leased or licensed to or controlled in whole or in part by said corporation, to be sold by said receiver or trustee for the satisfaction of such decree, and

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injunction theretofore issued nor any forfeiture of the charter of any such corporation. shall be held to exempt such corporation from compliance with such order of the court; and if the said corporation shall neglect or refuse within ten days from and after the service of notice of such decree to assign and transfer the same to such receiver or trustee for sale as aforesaid, it shall be the duty of said court to appoint a trustee to make the assignment of the same, in the name and on behalf of such corporation, to the receiver or trustee appointed to make such sale, and the said receiver or trustee shall thereupon, after such notice and in such manner as required for the sale under fieri facias of personal property, sell the same to the highest bidder, and the said receiver or trustee, upon the payment of the purchase money, shall execute and deliver to such purchaser an assignment and transfer of all the patents and interests of the corporation so sold, which assignment or transfer shall vest in the purchaser a valid title to all the right, title and interest whatsoever of the said corporation

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