of 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 conclusive on all 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 transter 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 Judgment against and confirmation by said court, and notice thereof to be given in 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 judg ment against said corporation, and may be collected as other judgments in said court are by law recoverable. The award, when confirmed by said court, shall be final and parties. The value of said stock, if not paid, shall be a said corporation. 6. And be it enacted, That 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 empt from the 7. And be it enacted, That the provisions of this act shall Companies exnot apply to any railroad company, insurance company provisions of (except companies for the insurance or guaranty of the this act. 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. 8. And be it enacted, That all acts and parts of acts in- Repealer. consistent herewith, be and the same are hereby repealed, and that this act shall take effect immediately. Approved March 8, 1893. Street ralway companies authorized to erty and fran chises. CHAPTER LXVIII. An Act to authorize street railway companies, or companies owning railroads operated as street railways to lease their property and franchises to any other street railway company, or railroad company operated as a street railway, and to authorize the lessees to provide for the financial and other management of the property and franchises so leased. 1. Be it enacted by the Senate and General Assembly of the State of New Jersey, That it shall and may be lawful for lease their prop- any company owning any street railway or railways, or any company owning any railroad company operated as a street railway, whether such lessor company or companies are incorporated under any general or special act of this state, to lease their property and franchises to any other street railway company or railroad operated as a street railway created under the laws of this state and such other company or companies are hereby authorized to take such lease for such term or terms, upon such condition or conditions as to the use and operation of the property of the lessor corporation, the enjoyment of privileges of such lessor corporation according to the provisions and restrictions contained in any general act, or in the acts under which said lessor company was incorporated; and the amount of rent to be paid therefor, and the manner of making payment of said rent, and such other conditions, limitations and restrictions as said lessor and lessee corporations may agree upon; provided, that no greater tolls or charges shall be made or demanded by any lessee corporation than were or are authorized to be charged and collected for the same service by the corporation or corporations, lessor or lessors in said lease. Proviso. 2. And be it enacted, That any stockholder of any company or companies whose property and franchises shall not assenting to cuit court to ap interested per the damage, whose award, by the court, be leased under the provisions of this act who shall not Any stockholder assent to such lease, or who shall resist or object to the such lease may making thereof, may at any time within thirty days petition the cirafter the making of such lease as in this act provided point three disapply by petition to the circuit court of the county in sons to estimate which the chief office of the lessor corporation may be hard kept, or to a judge of said court in vacation, if no such when confirmed court sits within such period, on reasonable notice to said shall be final. company, to appoint three disinterested persons to estimate the damage, if any, done to such stockholder by said proposed lease; and whose award, or that of a majority of them, when confirmed by said court, shall be final and conclusive; and the persons so appointed shall also appraise said stock of such stockholder at the full market value thereof without regard to any depreciation or appreciation in consequence of the said lease; and the said lessor company may, at its election, either pay to the said stockholder the amount of damages so found and awarded, if any, or the value of the stock so ascertained and determined, and upon the payment of the value of the stock as aforesaid the said stockholder shall transfer the stock so held by him to said lessor company to be disposed of by the directors of said company or to be retained for the benefit of the remaining stockholders; and in case the value of said stock as aforesaid is not so The value of said stock, if not paid within thirty days from the filing of said award paid, shall be a and confirmation by said court, and notice to said lessor judgment against company, the damages so found and confirmed shall be a judgment against said company and collected as other judgments in said court are, by law, recoverable. said corporations purchase, sell, pose of shares of 3. And be it enacted, That it shall and may be law- Lessee may ful for any corporation or corporations which shall be- assign, transfer, come lessee of any such railroad or railway, under the mortgage reso provisions of this act, to purchase, hold, sell, assign, capital stock, &c. transfer, mortgage, pledge, or otherwise dispose of the shares of the capital stock, securities, or other evidences of debt issued or created by any other corporation or corporations organized under the law of this state, and to exercise, while owners of such stock, securities, or other evidences of debt, all the rights, powers and privileges. including the right to vote on such stock, which natural Lessee may increase its capital stock. Proviso. Lessee may borrow money, persons, being the owners of such stock, securities, or other evidences of debt, might, could or would exercise. 4. And be it enacted, That any corporation, so becoming a lessee corporation under and by virtue of the provisions of this act, may increase its capital stock to such amount as may be determined by its board of directors; provided, that such corporation shall, previous to issuing of any such stock, file in the office of the secretary of state a certificate, signed by its president and under its corporate seal attested by its secretary, setting forth the amount of the proposed increase of capital stock and the number of shares into which the same is to be divided, and also the assent in writing of stockholders owning at least twothirds in value of the existing capital stock to said increase of capital stock. 5. And be it enacted, That any corporation so becoming issue bonds, &c. a lessee corporation under and by virtue of the provisions of this act shall have the right to borrow from time to time such sum or sums of money as may be necessary for the financial and other management of the property, not exceeding at any one time the total amount of authorized capital stock of such lessee corporation, and for the repayment thereof may issue bonds registered or with coupons or interest certificates thereto attached or both, secured by a mortgage or mortgages, covering all the corporate franchises, rights, privileges, assets, real and personal, of such mortgagor corporation, including stock and securities of such corporation or in any other corporation whose stock or securities it owns, which mortgage may be recorded as mortgages of real estate are or hereafter may be by law required to be recorded, in the office of the clerk or register of deeds of the county or counties in which the railway or railways described in said mortgage may be located, and in the office of the clerk or register of deeds of the county in which the principal office of such corporation is situate, and such record or the lodgment of such mortgage in such clerk's or register's office for record shall have the same force, operation and effect as to all judgment creditors, purchasers or mortgagees in good faith, as the record or lodgment for that purpose of mortgages of real estate now Mortgage may be recorded. |