Western liberal. (Lordsburg, N.M.) 1887-1919, 1911-08-04

MNAAN'l NNNtt VI tN rNtuNN NnIN.
WgtREAs, rho party Of the inst part owns
nnd operates a line OF milroad extending
from the Town or Clifton. in the county Of
Drceniec, Territory Of Arixonn. 70 the town Of
Lordsburg, w the County OF Grant Territory
of New Mexico. ana the party OF the second
part owns and operates a railroad extending
from the said lows OF Lordsburg to the town
81 Hachita. W the County OF Grant. Territory
OF New Mexico. the said two miiroads forming
a continuous line ~ railroad from the said
town OF Clifton to the said town of Hachita;
and
WHEREAS. The amount OF capital stock Of
the party Of the first part is two million. three
hundred thousand dollars tt2.9oO.OiO. par
value, which amount has bccn actually cx-
pended IN the construction ami equipment Of
its said milrOad. aud the amount of the capt
tai stock Of the party Of the second part is
hve hundred thousand dollars eaOO.OOD. par
value. OF which four hundred sixty-nine
thousand dollars tsi0a,00O has boon issued and
Is now outstanding. aud which amount has
been actually expended in the construction
and equipment Of lie said railroad; and
wnEREAss The Interests Of both the said
companies would be promoted by their con-
solid alton into one corporation and the oper-
alton Of their lines OF railroad as a single road.
aud the convenience and interest Of the pub.
Nc wonld also be promoted thereby: and
WHEREAS. In the opinion Of competent en-
giueers. the amount Of the capit I stock re-.
quired for the purposes Of such consolidated
corporation i at least three million dollars
e%3,O0,OO0,;
Now. THEREFORF. the parties hereto do
hereby agree to consolidate all their capital
stocks. properties, roads, equi' mcnt, I'D
juncts' franchises. claims. demands. con-
tracts, agreements. obligations. debts. liabili-
tics and assets OF everr kind aud description.
upon the foliowinE terms and conditions. and
in the following manner:
J.. A consolide ted corporation shall be
formed by the parties hereto. In accordance
with law. which shall succeed 20 ali their sew
ernl capital stocks. properties, roads. equip
ments. adluncts. franchises, claims, demands.
contracts, agreements. assets. chooses and
right in action of every kind and descrip-
ton. both at law and in equity. and shal be
entitled to possess, enjoy and enforce the
same as fully and completely as the parties
hereto, respective y, might have lone had no
consolidation taken place; and 1t shall also be
subrogated TO the parties hereto. and each OF
them, in respect to all their contracts and
agreements with other parties, and all their
debts. obligations and liabilities of every kind
and nature. to any persons. corporations. or
bodies polite. whomsoever or whatsoever.
II. The name OF such consolidated corpora
tion shall be The Arizona and New Mexico
Railway Company; its term OF existence shall
be fifty l50 years, and the place whore its
principal business Is to be ~tranaacted shall be
the Town OF Clifton. in the County of Green
lee. Territory OF Arizona. Il shall also main
tnin an Office where its principal business in
the Territory of New Mexico is to be trans
acted. in the Town Of Lordsburg. County OF
Grant. Territory Of New Mexico.
III. The capital stuck of such consolidated
corporation shall be Three Million Dollars
03,0Oo,0O0, par value, which is not in excess of
the amount actually required for the pnr-
poses of such corporation. as estimated by
competent engineers, divided into Thirty
Thousand e0,OOO shares of One Hundred Dol
lars 0lO0 each, OF which Two Million Seven
Hundred and Slxty-nine Thousand Dollars
d2. 100000 represents cost of the construction
and equipment of the roads of the parties
hereto and il the amount of their aggregate
outstanding capital stock, which has been
fully paid.
~. The number of directors of such con-
solidated corporation shall he nine, and the
names and residence of the persons appointed
10 act as such untll their successors are
elected and qualified. are
J, G. Hopkins, residing at Ashburn, Va.
Don II. KedzIe, residing at.Lordsburg, N. NJ.
Joseph A. Leahy,
c. W. Beck, Clifton. Arizopa.
MI Egan.
+. NJ. Williams. d"
Paul Relslnger "
George w. Fraser,
AT. Thomson,
V. Articles of Incorporation and consolida-
ton shall be prepared and filed as required by
law, and the FIRST meeting of the stockholders
Of such consolidated corporation shall be
held as soon thereafter as may be convenient
Ohul such meeting of the stockholders the
directors designated In Article ~ hereof shall
have the entire management ana control of
the business and affairs Of such consolidated
corporation, as fully and completely and with
the same powers and duties as they would
have II such meeting of the stockholders had
been held, and they had been duly legally
elected directors at such meeting. Immedi-
Rtely after such meeting OF the stockholders,
t"NtN 9Hoh W u metlluk OF the directors OF
such consolidated corporation, who shall
forthwith make an necessary arrangements
for the Issuance OF certificates of stock of the
said corporation, In accordance with the
terms and conditions specified in Article vi
hereof.
vi. INEenty-soyon thousand six hundred
and nlnoty i2I,090 shares Of the capital stock
OF such consolidated corporation shall be
issued as fun paid 10 the holders of the cap
ital stock OF the parties hereto, share for
share, upon the surrender OF the certificates
ot stock OF such holders, respectively, except
that the 4,2ao shares which the party Of the
first part would be entitled 10 receive here
under as the owner and holder OF that num-
Der Of shares of the stock OF the party Of the
second part shall be issued directly 10 the
stockholders OF the party Of the first part, IA
proportion 20 the number Of shares of stock
Of the party OF the first part held by tholn. re.
epeetively; but no certificate or certificates
shall be issued for a fraction OF a share. The
stockholders OF the parties hereto. by signing
the consent annexed to this agreement there
oy agree upon demand, 20 excha nRe their re-
Hpective certificates Of stock for stock OF such
consolidated corporation, upon the terms
herelnbefore specified, Until such surrender
or demand Is made, they and each Of them
UhnH la HEnrunH .. -.