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CONCERNING RAILROADS.

& P. S. L.

with any R.

ment, to merge and consolidate its capital stock, franchises, and Merger of D. property, with the capital stock, franchises and property, of any R. R. Co. other railroad company or companies, or corporations, organized R. Co. in Pa. or operated, or having the authority to be organized or operated under the laws of the State of Pennsylvania, whenever the rail- When. roads of the companies or corporations so to be merged or consolidated, shall form with each other, or by means of any intervening railroad, a continuous line of railroad to extend from any point at or near the City of Wilmington, towards or into the coal and lime regions of said State. Provided, That nothing in Proviso. this act shall be taken to authorize the said merger or consolidation, unless the laws of said State of Pennsylvania shall authorize a like consolidation or merger; Provided further, That no Further prointerpretation shall hereafter be given to this act to authorize the merger or consolidation of said Delaware and Pennsylvania State Line Railroad with the railroads of this State.

viso.

Joint agree

panies merg

state.

SECTION 2. And be it further enacted by the authority aforesaid, That the said consolidation and merger shall be made under the ment of comconditions, provisions and restrictions, and with the powers here- Ing. after mentioned and contained in this act, that is to say: First. What to The directors of the several corporations or companies proposing, to merge or consolidate may enter into a joint agreement, under the corporate seal of each company or corporation, for the merging or consolidation of the said companies, corporations or railroads, and prescribing the terms and conditions thereof; the mode of carrying the same into effect; the name of the new corporation; the number and names of the directors, and other offi cers thereof, and who shall be the first directors and officers, and their places of residence; the number of shares of the capital stock; the amount or par value of each share, and the manner of converting the capital stock of each of the said companies or corporations into that of the new corporation; and how and when directors and officers shall be chosen; with such other details as they may deem necessary to perfect such new organization, and the merger or consolidation of such companies, corporations or railroads. Second. The said agreement shall be sub- Agreement mitted to the stockholders of each of the said companies or cor- stockholders porations, at a meeting thereof, called separately, for the purpose poration sepof taking the same into consideration; due notice of the time and arately. place of holding such meeting, and the object thereof, shall be meeting. given by written or printed notices, addressed to each of the persons in whose names the capital stock of said companies or corporations stands on the books thereof, and delivered to such persons respectively, or sent to them by mail, when their post office address is known to the company; and also by a general notice, General nopublished in some newspaper of any county wherein either of tice.

submitted to

of each cor

Notice of

Adoption of

Proxy.

Certificate of adoption.

Agreement

CONCERNING RAILROADS.

the said companies or corporations exercises its corporate privileges. And at the said meeting of stockholders, the agreement of the said directors shall be considered, and a vote by ballot agreement. taken for the adoption or rejection of the same, each share enti tling the holder thereof to one vote; and the said ballots shall be cast in person or by proxy, and if two-thirds of the votes of all the stockholders shall be for the adoption of the said agreement, then that fact shall be certified thereon by the Secretary of the respective companies or corporations under the seal thereof; and the agreement so adopted, or a copy thereof certified by the and certifi- Secretary of the respective companies or corporations, under the seal thereof, 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 consolidation or merger of the said companies or corwith certifi- porations; and a copy of said agreement or act of consolidation of State evi- or merger, duly certified by the Secretary of State, shall be evidence of new dence of the existence of the said new corporation. Upon the filing of the said agreement, or a copy thereof, as aforesaid, the Secretary of State shall publish that fact, together with the date of filing, and the name of the new corporation, and the names of

cate, where

filed.

Copy of agreement,

cate of Sec.

corporation.

to publish filing of agreement

or copy, &c. its directors, in two newspapers of this State.

ger perfected

nies to be

deemed one

SECTION 3. And be it further enacted by the authority aforesaid, When mer- That upon making and perfecting the said agreement and act of the compa consolidation or merger, as provided in the preceeding section, and filing the same, or a certified copy thereof, as aforesaid, the corporation. several companies, corporations or railroads, parties thereto, shall be deemed and taken to be one corporation by the name provided in said agreement and act, possessing within this State all the Rights, pri- rights, privileges, and franchises, and subject to all the restrictions, disabilities and duties of each of such corporations, companies, or railroads so consolidated or merged.

vileges, disabilities, duties, &c.

vest in new

SECTION 4. And be it further enacted by the authority aforesaid, That upon the consummation of the said act of consolidation or Rights, &c., merger, as aforesaid, all and singular the rights, privileges and corporation. franchises of each of the said companies or corporations, parties to the same, and all the property, real, personal and mixed, and all debts due on whatever account, including stock subscriptions, and things in action belonging to each of the said companies or corporations, shall be taken and deemed to be transferred to and vested in such new corporation without further act or deed; and all property, all rights of way, and all and every other interests shall be as effectually the property of the new corporation, as they were of the former companies or corporations, parties to the said agreement; and the title to real estate, either by deed or of companies otherwise, under the laws of this State, vested in either of such companies or corporations, shall not be deemed to revert or be in

Real estate

not to revert.

CONCERNING RAILROADS.

creditors &c.

any way impaired by reason of this act; Provided. That all rights Proviso. of creditors, and all liens upon the property of either of the said Rights of companies or corporations shall be preserved unimpaired, and the respective companies or corporations may be deemed to continue in existence to preserve the same; and all debts, liabilities Debts, liaand duties of either of the said companies or corporations shall attach to thenceforth attach to the said new corporation, and be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

bilities, &c.,

new corpora

tion.

convertstock

appraised.

New corporation may

or value of

SECTION 5. And be it further enacted by the authority aforesaid, That any stockholder of the said the Delaware and Pennsyl- Stockholder vania State Line Railroad Company who shall neglect or refuse to refusing to convert his stock into the stock of the said consolidated &c. company or corporation shall, within thirty days after the adoption by the stockholders of the said agreement of consolidation or merger as herein before provided, apply by petition to the Superior Court, in and for New Castle county, in term time, or to a Judge of said court, in vacation, to appoint three disinterested and impartial freeholders of the county to estimate the damage, if any, done to such stockholder by said consolidation or merger whose award, or that of a majority of them, shall be final and Award of conclusive, and the persons so appointed shall also appraise said freeholders. stock of such stockholder at the full market value thereof, with- Stock, how out regard to any appreciation or depreciation in consequence of the said consolidation or merger, and the said new corporation may, at its election, either pay to the said stockholder the pay damages amount of damages so awarded, if any, or the value of the stock stock. so ascertained and determined; and upon the said new corporation electing to pay and paying the value of the stock ascertained when stock and determined as aforesaid, the said stock shall be as effectually deemed transferred and may be disposed of by the directors as if it had been voluntarily transferred by said stockholder. In case the If stockholsaid stockholder neglect or refuse to receive the amount of dama- der neglect ges, or the value of the stock as aforesaid, for a period of thirty receive damdays after the same shall have been awarded, ascertained or same may be determined as aforesaid, then either of said amounts, at the elec- bank. tion of the said new corporation, may be deposited to his credit. in any bank within this State, and a certificate of deposit taken and recorded upon the books of the new corporation shall as effectually transfer said stock as if the said stockholder had voluntarily transferred it. In case the said stockholder shall neglect if stockholor refuse to petition as herein provided, then the directors of the der refuse to new corporation may sell such stock, and pay the proceeds, after rectors may deducting expenses of sale, to such stockholder; or if he neglect Proceeds, or refuse to receive it, may deposit the same in like manner as posed of.

transferred.

or refuse to

ages, &c. the

deposited in

petition, Di

sell his stock

how dis

Subscrip

tions and ad

ditional shares of stock.

For what purpose.

CONCERNING RAILROADS.

aforesaid, whereupon the said stock may be transferred or otherwise disposed of by the said directors.

SECTION 6. And be it further enacted by the authority aforesaid, That the said new corporation be and is hereby authorized to receive subscriptions for and issue such additional shares of capital stock as may be necessary to construct and fully equip the railroad or railroads to be constructed or operated by it; the Par value of par value of such additional shares shall be the same as that of the shares provided for in the agreement of consolidation or May borrow merger. And that the said new corporation may, from time to time, borrow money for corporate purposes and uses, and execute Mortgages mortgages on all or part of their real estate, and issue bonds to secure the payment of the same.

stock.

money.

and bonds.

Passed at Dover, February 7, 1866.

CHAPTER 43.

SMYRNA STATION AND SMYRNA RAILROAD COMPANY.

SEC. 1. Section 1 amended.

SEC. 5. Exempt from tax of August 11, 1864.

Vol. 12, 39-115.

Section 1 amended.

How.

Section 2 amended.

How.

Section 5 amended

How.

2. Section 2 amended.
3. Section 5 amended.

4. Section 6 amended.

6. When act to take effect.

7. Public act.

Published as amended.

An Act to amend "An Act to incorporate the Smyrna Station and Smyrna
Railroad Company."

SECTION 1. Be it enacted by the Senate and House of Representatives of the State of Delaware in General Assembly met, (twothirds of each branch of the Legislature concurring therein,) That Section 1 of said act incorporating said railroad company, passed at Dover, February 7th, 1861, as amended March 5, 1861, be and the same is hereby amended, in lines sixteen and seventeen, by striking out the word "twenty," where it occurs in line sixteen, and inserting in lieu thereof the word "thirty;" and in line seventeen by striking out the word "two," where it occurs in line seventeen, and inserting in lieu thereof the word "three." SECTION 2. And be it further enacted, That Section 2 of said act be and the same is hereby amended in line nine, by striking out the word "four," and inserting in lieu thereof the word "fifteen;" and also by striking out the words "the subscribers,' in line 6 of said section.

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SECTION 3. And be it further enacted, That Section 5 of said act be and the same is hereby amended by striking out the word "seven," in line thirteen of said section.

CONCERNING RAILROADS.

amended.

SECTION 4. And be it further enacted, That Section 6 of said Section 6 act be and the same is hereby amended by inserting the words "dummy engines" after the word "such," in line fourteen, and How. before the word "horse power," in the same line.

SECTION 5. And be it further enacted, That the said incorpora- Corporation tion created by the act entitled "An act to incorporate the tax of act Smyrna Station and Smyrna Railroad Company," be and the Aug. 11, 1864 same is hereby exempted from the payment of the tax imposed by the act entitled, "An act to raise revenue for this State," passed at Dover, August 11, 1864.

take effect.

SECTION 6. And be it further enacted, That this act shall not when act to take effect until the said the "Smyrna Station and Smyrna Railroad Company" shall signify their acceptance of the same to the Governor of this State, under the hand of the President, attested by the Secretary thereof, with their corporate seal affixed thereto; such acceptance shall be filed in the office of the Secretary of State.

SECTION 7. And be it further enacted, That this act shall be Public act deemed and taken to be a public act; and the act to which this Published as is an amendment shall, in all future editions of the laws of this' State, be published as hereby amended.

Passed at Dover, February 7, 1866.

amended.

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An Act to amend the act entitled, “An Act to aid the Junction and Break-12 Vol. 606. water Railroad Company in the completion of their road, and for other purposes,” passed at Dover, March 14th, 1865.

of Chap. 537,

SECTION 1. Be it enacted by the Senate and House of Representatives of the State of Delaware in General Assembly met, That Sections 1-2 the act entitled, "An act to aid the Junction and Breakwater 12 volume Railroad Company in the completion of their road, and for other stricken out. purposes," passed at Dover, March 14th, 1865, be and the same is

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