others are duly elected and qualified in their stead, are Third. The officers of the said Consolidated Corporation who shall hold their respective offices until others are duly qualified in their stead are as follows: President, HENRY D. WELSH ; Fourth. The number of shares of the Capital Stock of said Consolidated Corporation shall be twenty-six thousand shares, of the par value of fifty dollars each, amounting to one million three hundred thousand dollars ($1,300,000). Fifth. That the said Consolidated Corporation shall be subject to, and regulated by, the corporate rights, franchises, privileges, duties and obligations existing under, or by force of, each, any or all of the said several Articles of Association and Letters Patent thereunder as aforesaid, and the several Acts of Assembly, principal or supplementary, of the said States of Pennsylvania and New Jersey, relating to each, or both, of said Companies, parties hereto. Sixth.-The Capital Stock of each of the said Companies, parties hereto, shall be converted into that of the said Consolidated Corporation in the manner following:- There shall be issued to the holders of the Capital Stock of each of said Companies, parties hereto, in lieu of or exchange for said Capital Stock, upon surrender thereof, an equivalent amount at par, share for share, of the Capital Stock of the said Consolidated Corporation. The remainder or balance of the authorized Capital Stock of the said Consolidated Corporation not issued to the said Stockholders shall, after the conversion of the Stock of the said Companies, parties hereto, be, and remain, the property of the said Consolidated Corpora tion, and subscriptions may be received for said remainder or balance of Stock, and the same may be issued from time to time, as to the Board of Directors of the said Consolidated Corporation shall seem meet, without requiring as a condition precedent to such issuance and sale of said Stock any further or other authority of the Stockholders of the said Consolidated Corporation than is herein, and hereby given. Seventh. The first Annual Meeting of the Stockholders of the said Consolidated Corporation, at which Directors shall be elected, shall be held in the Borough of Merchantville, State of New Jersey, on the first Monday of February, 1897, and thereafter on the first Monday of February in each succeeding year (unless the time of said Annual Meeting and election should be by due authority changed, and then thereafter at the time so fixed), and the election for said Directors shall be conducted in such manner and under such lawful regulations as may be prescribed by the By-Laws of the said Consolidated Corporation; but in electing Directors the Stockholders shall designate one of the Directors elected to act as President, and the person so designated shall be thereafter duly elected President by the Directors; and the Board of Directors elected at any Annual Meeting, and duly qualified, shall continue in office for one year or until their successors are duly elected and qualified. In the event of the day fixed for holding the Annual Meeting and the election of Directors being duly designated a legal holiday, the Annual Meeting and election shall be held on the day following not a legal holiday. The Board of Directors shall elect, as hereinbefore provided, a President from their own number, and a Secretary, Treasurer, and such other Officers as may, in their judgment, be necessary, and in such manner and under such regulations as may be prescribed by the By-Laws of the said Consolidated. Corporation. Eighth.-Upon the consummation of this act of Union, Consolidation and Merger, all and singular the rights, privileges, and franchises of each of said Companies, parties hereto, and all the property, real, personal, and mixed, and all the debts due on whatever account, as well as of Stock subscriptions and other things in action belonging to each of said Companies, parties hereto, shall be taken and deemed to be transferred to, and vested in, the said Consolidated Corporation without further act or deed; and all property, rights of way, and all and every other interests, shall be as effectually the property of the said the Consolidated Corporation as they were of the said Companies parties hereto; and the title to real estate, either by deed or otherwise, under the laws of the said Commonwealth of Pennsylvania and of the said State of New Jersey, vested in either of said Companies, parties hereto, shall not be deemed to revert, or be in any way impaired, by reason of this act and Agreement of Union, Consolidation and Merger. Provided, however, That all the rights of creditors, and all liens upon the property of either of the said Companies, parties hereto, shall be preserved unimpaired, and the said Companies, parties hereto, may be deemed to continue in existence to preserve the same; and all debts, liabilities, and duties of either of said Companies, parties hereto, shall thenceforth attach to said Consolidated Corporation and be enforced against it to the same extent as if said debts, liabilities, and duties had been incurred or contracted by it. In Witness Whereof, The said Pennsylvania and New Jersey Railroad Company, incorporated under the laws of the Commonwealth of Pennsylvania and the said Pennsylvania and New Jersey Railroad Company, incorporated under the laws of the State of New Jersey, have each caused this Agreement to be signed by their respective Presidents, and have hereunto affixed their respective common or corporate seals, duly attested, and have further caused the same to be signed by all of their respective Directors, the day and year first above written. Signed in presence of us: JAS. R. MCCLure, Secretary. W. J. SEWELL, Directors of the Pennsylvania and New Jersey COMMONWEALTH OF PENNSYLVANIA, CITY OF PHILADELPHIA, } SS. Be it Remembered, That on the 14th day of February, A. D. 1896, before me, the subscriber, a Notary Public for the Commonwealth of Pennsylvania, residing in the said City of Philadelphia, personally appeared Albert Hewson, who, being affirmed according to law, declared and said that he is the Secretary of the Pennsylvania and New Jersey Railroad Company (of Pennsylvania), one of the parties to the foregoing Agreement of Consolidation and Merger; that he was personally present at the execution of the said Agreement, and saw the corporate seal of the said Company affixed thereto; that Henry D. Welsh, the President of the said Company, did then sign, seal and deliver the said Agreement as his act and deed, and as the act and deed of the said Company, by virtue of the authority vested in him as such President, and in pursuance of a resolution of the Board of Directors of the said Company passed at a meeting of the said Board, held the seventeenth day of January, A. D. 1896, and desire that the said Agreement might be filed as such act and deed; that the said seal so affixed is the common or corporate seal of the said Company; that he, the affiant, at the same time signed his name to the said Agreement as a subscribing witness thereto, and as the said secretary in attestation of the due execution and delivery thereof; and that the names of the said President and of the Directors of said Company and of this affiant, subscribed to the said Agreement as aforesaid, are of their own proper and respective handwriting. ALBERT HEWSON. Affirmed and subscribed before me, the day and year first aforesaid. Witness my hand notarial seal. Notarial STATE OF NEW JERSEY, Ss. PARKER S. WILLIAMS, Notary Public. Be it Remembered, That on this fourteenth day of February, A. D. 1896, before me, Hugh B. Ely, a Master in the Court of Chancery of the State of New Jersey, personally appeared James R. McClure, who, being by me duly sworn according to law, on his oath saith that he is the Secretary of the Pennsylvania and New Jersey Railroad Company (of New Jersey), one of the within contracting parties; that Henry D. Welsh is the President of the same; that the seal affixed to the foregoing Agreement of Consolidation and Merger is the corporate seal of the said Company; and that the said Henry D. Welsh, as such President, signed said Agree |