Gloucester County Democrat. (Woodbury, N.J.) 1878-1932, 1883-05-24
CHAPTER CXCVIH-


authorized to establish etorehouses, piers or
docks, or to maintain yards and buildings for the
keeping and accommodation Of live stock.
l. Be it enacted by the Senate and General As
sembly Of the State of New Jersey, That 1t shall
be lawful for any corporation or corporations OF
this state created to establish ferries storehouses
piers docks, to maintain yards and buildings
for the keeping and accommodation Of live stock,
to consolidate and merge their corporate right,
franchises, powers and PRIVILEGES into any one OF
such corporations so authorized as aforesaid, so
that by virtue of this act such corporations shall be
consolidated and merged and so that all the prop
erty, rights, franchises and privileges, by law
vested in such corporations so merged, shall be
transferred to and vested in the corporation into
which such consolidation and merger shall be
made.
o And be It enacted, That such consolidation
and merger shall he made under the following con-
ditions and restrictions, to wit:
/. The directors or managers Of each corporation
so authorized as aforesaid shall enter into joint
agreement, under the corporate seal of each cor
poration for the consolidation of said corporations
ditions thereof, and the manner of converting the
capitai stock OF the said corporation corpoT-
ations to be merged into the stock obligations
Of the corporations into which such merger shall
be made and all other provisions as they shall
deem necessary to perefect the said consolidation
and merger;
stockholders Of each Of such corporations, at a
meeting thereof, called separately, of the time,
place and object of which meeting dne notice shall
be given by publication. once a week for two
eessive weeks before said meeting, in one news
paper published in each of the counties in which
such corporations, respectively, are authorized to
hold real estate; and at said meeting the said
agreement shall be considered and vote by bal
lot In person or by proxy, taken for the adoption
or rejection of the same, each share enttling the
holder thereof TO one vote; and II majority or all
the votes cast at each such meetings shall be in
favor Of said agreement, consolidation and merger,
then that fact shall be certified by the secretary
Of such corporation, and said certificate, to-
gether with copy OF the agreement,
shall be filed in the Office of the secretary of the
state, whereupon the said agreement shall be
deemed and taken to be the act OF consolidation
and merger of said corporation; but, nevertheless,
if any stakeholder of either of the companies so
consolidated and merged, who shall not have given
assent thereto and who shall be dissatisfied there's
with, and shall signify his her dissent by notice
in writing, served on the president, secretary or
treasurer Of the company into which consolidation
and merger shall have been made at any time with
in three months after the vote for the same, he o.
she shall receive from the company into which the
consolidation and merger shall have been made the
fair value of his or her stock at the time when the
vote for the agreement of consolidation and merger
was cast as aforesaid, which, if not agreed on,
shall be appraised by three disinterested persons
resident in this state to be appointed by the chan
cellor supreme court of this state whose duty
shall be to make such appointment reasonable
notice, on the application of either party; and
thereupon, and upon the pay nent of the value
ascertained, such stockholder shall deliver up his
or her certificate Of stock, if any such has been
issued; and the said company, into which the con-
sefdation and merger shall have been made, may
reissue the same amount OF stock to any other per
son or persons.
s. And be it enacted, That upon the filing Of the
said certificate and copy Of agreement in the Office
of the secretary Of the state the said merger shall
be deemed to have taken place. and the said
porations to be one corporation, possessing all the
rights privileges and franchises heretofore vested
sonal and mixed, and debts due, and rights of
action, shall be deemed and taken to be transferred
to and vested in the corporation into which such
merger shall have been made, without further act
deed; and all property, all rights Of way, and all
other interests, shall be eectaally the property
of such company or corporation into which such
merger shall have been made, as they were of
either of the former corporations, parties to said
agreement provided, that all right Of creditors,
and all liens upon the property OF either OF said
corporations shall continue unimpaired, and the
respective corporations shall be deemed 10 be in
existence to preserve the same, aad al debts,
duties and liabilities of either of said corporations
shall thenceforth attach to the consolidated COR
poration, and may be enforced against it to the
same effect and by the same process as If said
debts duties and liabilities had been contracted by
it; and provided further, that in Of any differ
ences or inconsistencies of any nature between the
acts regulating said companies respectively then
the said consolidated corporation shall in al re-
spects be regulated by the laws then governing and
applicable TO the corporation into which such
merger shall have been made; and, provided, fur
ther that certified copy of the said certificate, and
copy of agreements so to be filed in the office OF
the secretary Of state, shall be evidence Of the law
ful holding and action of such meeting and of the
consolidation Of such corporations and of the said
merger.
: 4 And be 1t enacted, That whenever any consoi-
dation and merger shall have taken place, under
and by virtue of this act, between any two or more
corporations so authorized as aforesaid, the cor
poration into which such merger shall be made
shall have power and authority to make such in
crease in its capital stock and shares as may be
pedient in carrying such consolidation and merger
into effect.
s. and be it enacted, That whenever any consol-
ldation and merger shall have taken place, under
and by virtue of this act, between any two more
corporations SC authorized as aforesaid, the cor
poration into which such merger shall be mada
shall have the power and authority to issue bonds
either registered or coupon, and to create mort
gage OF mortgages on porton,or all of its prop
erty real and personal, and also of all its rights
privileges and franchises to trustees to secure he
payment of the bonds SO issued, and to give and
exchange the said bonds for the debts and obsiga-
tions of the respective corporations so consp-
dated and merged; provided, that said bonds shall
not bear a rate of interest of more than per
centum per annum; tine bonds issued may be
given in lieu exchange, and in satisfaction of, an1
for all bonds mortgages other debts, or claims,
or stocks, or obligations against the corporations
thus consolidated and merged, upon such terms as
may be agreed upon by and between the holders of
such debts claims, and the corporation into
which such consolidation and merger has taken
place; provided always, that all real estate and
property of said company and its Successors shall
be subject to taxation where located, the same as
cised under this act is and shall be upon the ex-
press provision that such property shall be subject
to taxation.
&. And be it enacted, That this act shall take
effect Immediately.
Approyed March %, 1SSS