The Kalida venture. [volume] (Kalida, Ohio) 1841-1865, 1852-10-15
The directors Of said two Of more


]. The directors Of said two or NOR
corporations may enter into an agree
meni, under the corporate seal OF eact
for The consolidation Of the said two o
more corporations, prescribing the term
and conditions thereof; the mode of car
ryihg the samo into effect; the name o
the new corporation; the number Of th,
directors thereof, which shall not excee.
thirteen; the time and place of holding
the first election Of directors; the mum
ber Of shares Of capital stock in the new
corporation; the amount Of each share
The manner Of converting the sharos .
capital stock in each Of said two or mor'
corporations into shares in such new cor
pora,ion; the manner Of compcnsating
stockholders in each Of said two on more
corporations who refuse TO convert thei
stock into the stock Of auch new coTpo
ration; with such other details as they
shall deem necessary TO perfect sucl
consolidation OF said corporations; and
such new corporation shall possess all the
powers, rights and franchises conferred
upon such said two or more corporations,
and shall be subject [iol all the restric.
lions, and perform all the duties, i'm
posed by the provisions of this act; Pro.
vided, that all stockholders in either ol
such corporations who shall refuse to
convert their stock into the stock of such
new corporation, shall be paid at least
par value for each Of the shares so held
by them, if they shall so require, preyi-
Gus 10 said consolidation being consunl-
mated.
IT.. Such agreement Of the directors
shall not be deemed 10 be the agreement
of the said two or more corporations,
until after it has been submitted 10 the
stockholders Of each ofsaid corporations,
separately, at meeting thereof; 10 be
called upon a notice Of at least thirty
days; specifying the time and place Of
such meeting, and the object thereof, TO
be addressed to each Of such stockhol-
ders, when their place Of residence is
known, and deposited in the post Office,
and published for at least three success,
i've weeks in one newspaper in al least
one Of the cities OF towns in which each
Of said corporation has its principal Office
Of business, and has been sanctioned by
such stockholders, by the vote Of al least
in amount Of the stockholders
present al such meeting, voting by ballot,
il regard TO such agreement, either IN
person or by proxy, each share Of capital
stock being entitled TO one vote, and
when such agreement of the directors
las been SO sanctioned by each of the
meetings Of the stockholders separately,
after being submitted to such meetings
in the manner above mentioned, then
such agreement Of the directors shall be
deemed TO be the agreemen! Of the said
Two or more corporations.
Sec. 20. Upon making the agree
men! mentioned in the preceding sec.
lion, in the manner required therein, and
filing duplicate or counterpart thereof
in the tffice Of the Secretary Of State,
Ihe eaid two OF more corporations men,
Toned or referred to in the said frs: Sec
ion, shall be merged in the new corpo-
alton provided for in such agreement, TO
&c known by the corporate name therein
and the details of such
'greement shall be carried into eff.c,, as
provided therein.
Sec. %. Upon the election Of the
irst board Of directors Of the corporation
:reated by the agreement in the twenty
irst section Of this act mentioned, and |
y the provisions of this act, all and sin
,ular the rights and franchises Of each
md all Of said two or more corporations,
,arties 10 such agreement, all and aingu-
ar their rights and interests, in and 10 |
very species Of properly, renl, personal
nd mixed, aud things in action, shall be |
leemed 10 be transferred to and vested
n such new corporation, without any
ther decd or transfer; and such new
shall hold and enjoy the
anne, together with III right ofway, and
II other rights Of property, in the same
,anner, and TO The same extent, as If
he said two or more corporations, par
es to such agreement. should have con- |,
nued TO retain the title, and transact
lie business Of such corporations; and
lie titles and the real estate acquired by i
ther Of said Two or more corporations,
lali not be deemed to revert or be i'm
aired by means Of anything in this act
,ntained; Provided, that all rights ofIs
editors, and all liens upon the property
either Of said corporations, parties TO |
id agreement, shall be and hereby are (.
cseryed unimpaired; and The respective
operations shall continue 10 exist so |
T as may be necessary TO enforce ihe
mo; and provided further, that oil the :
,bis, liabilities and duties Of either
shall thenceforih attach to such .
Nv corporation, and be enforced from .
e same, TO the same extent, and in the I
me manner, as il such debts, liabilities .
ID duties, had been originally incurred y
it. h,
Sec. "a. Any railroad company berc- i
fore or hereafter Incorporated, may, at n
y time, by means Of subscription 10 the D
rsfa1 rc nnu 1tLov norr,o,, -. 49,. | "