Portage sentinel. [volume] (Ravenna, Ohio) 1845-1854, 1852-07-14
WHOLE NUMBER 37l

/ 1. Iha directors ct said Two or more corr
i poratlons may enter into aR sgreement, un~
der the corporate seal Of each, FOR the consoi-
idation OF the said two or more sorpsI ations.
prescribing the terms and conditions thereof;
the mode OF carrying the same into effect;
the name VI the new cor poration; the number
OF the directors thereof, which shall not ex.
ceed thirteen; the time and place Of holding
| the first election of directors; The number Of
shares Of capital stock in the new corporation;
the amount Of each share; the manner of con-
Vertng the shares of capital stock 10 each Of
ssld two or more Corporations into shares in
SUCH new corporatiou; the manner of COM
pensatng stockholders in each of said two or
more corporations who refuse To eonperttheir
stock into the stock of such new corporations
with such other details MS they shall deem
necessary TO perfect such consolidation Of said
corporatiops; and such new corporation shall
possess all the powers, rights and franchises
conferred upon such said two or more eorpo-
raiious, and shall be subject [toJ ail The re-
strctons, and perform all the duties Imposed
BY the provisions Of this aei; Provided, thag
all stockholders in either Of such corporations
who shall refuse to cnnvert their stock infa
the stock Of such new corporation, shall be-
paid at least par value Tor each of the shares
SO held by then, if they shall SO require, pre-
2. Such agreement Of the directors shall
not be deemed to be the agreement of the
said two or more eorporations, until after it
has been submitted to the stockholders of
each of said corporations, separately. at
meeting thereof; to be called upon nutiee OF
at least thirty days; specifying the time and
place Ut such meeting, and the object there0fi
to be addressed to each of such Stockholders,
when their place of residence is known. and
deposited in the post-office, and published foe
at least three successive weeks in one news-
paper in at least one of the cities or towns ilr
which each OF said corporations has its prin-
cipal Office Of business, and has been sanction
ed by such stockholders, BY the vote of nt
least two-thirds in amount of the stockholders
present at such meeiing, voting by baliot III
regard 10 such agreement, either in personor
by proxy, each share of capital stock being
entitled to one vote; and when such agree
nlent of the directors has been 30 sanctioued
by each of The meetings of the stockholders
separately, after being submitted to such 5
meetings in the manner above meotoned.t .theu
such agreement of the directors shall be-
or more corporations.
SEC. %. Upon making the agreement mems
toned in the preceding section, in the lnauz
ner required therein, and filing duplicate or
counterpart thereof iu the Office Of ihe secre-
tary OF State, the sail two or more corpora
tions mentioned or referred to in tie sGid fifst
section, shall he merged in the new copora-
lions provided for in such agreement, to be
known by the corporate name therein men,
toned, and the details Of such agrtemepE
shall be carriedinto effect, as provided there's
in. Is.
9 SEC. %. Upon the election Of tue first
board of directors OF the corporaiio6 created
by the agreement in the twenty first seclinn
of this act mentioned, and by the provisions Of
this act, all and singular tho rights and fran
chises of each and all Of said two or more corr
parties to such agreement, all and
singular their rights and interests, in and ie
every species of property, real, personal anf
mixed, and things in acti,n, shall be deemed
to be transferred to aud vested in such new
corpol alton, without any other deed or trans
fer; ani such new corporation shall hul and
enjoy the same, together with tile fight Of
way, and all other rights of property. ia the
same manner, and to the same extent, as if
the said two or more 9. operations, parties tn
such agreement, should have continued to re-
tain the title, and transact the business of such
and the titles and the real estate
acquired by either of said Two or more cor.
porations. shall not be deemed to revert or bs
impaired bv means of any THING in this act
contained: Provided. that all rights Of credit =
ors aud ali liens upon the property of either
of said corporations. parties to said agreement,
shall be and hereby are preserved unifnpairs
ed. md the resneci;va cornorations shslIcon-
tinue to exist so far DIS may be necessary to
enforce the same: and provided further, that
all the debts, liabilities and duties of either
shall thenceforth attach to such