Evening star. [volume] (Washington, D.C.) 1854-1972, 1928-02-15
Continued from Third Page.)

thereon to the date of such diStribu-
ton and no more. before any payment
shall be made or any assets distributed
to the holders Of common stock.
In the event Of voluntary !iouida-
ton. dissolution or winding up of the
company, or upon any voluntary distri-
button of its assets. the holders of pre-
ferrcd stock shall be entitled to receive
out Of the assets of tho company. the
then redemption price of such preferred
stock plus an amount equal TO all
arrears Of accumulated dividends there
on TO the date of such distribution. and
no more. before any amount shall be
paid out Of said assets to the holders
Of common stock.
Covers Liquidation Possibility.
If any payment shall have been
made in fill to the holders OF the pre-
ferred stock. as provided Ill either Of
| the two preceding paragraphs, the re-
manning assets of the Company. If any
! shall be distributed ratablv. share for
share, among the holders of the COM
mon stock
| If however. upon such liquidation.
dissolution. winding UP. or distribution
of the assets of the company. whether
! voluntary or involuntary. the assets
! thus distributed among the holders of
preferred stock shall be insufficient to
permit the payment to such holders OF
the full preferential amount aforesaid.
then the entire assets OF the company
to be distributed shall be distributed
| yatablv among the holders of preferred
stock in proportion to the full preferen-
tial amount to which they are reSpec-
lively entitled as aforesaid
"A consolidation or merger OF the
company With or into any, other corpo-
ration or corporations shall not be
deemed to be liquidation. dissolution.
g., winding I'D. or distribution Of assets
within the meaning Of this clause.
The holder Of each share of series
A preferred stock shall be entitled to
one vote per share.
SUBSEQUENT series Of preferred shares
: may be issued by thH directors from
time 10 time. free from preemptive
rights in the then existing stockholders,
which series shall have the same rights.
! preferences. priorities and restrictions
( as the series A preferred shares, except
that the directors at The time of the
original issue Of such series shall nave
! the right to fix the dividend rate. re-
demption price and participating pr'vi-
| legeS, If any applicable to such series.
which shall not exceed. however. the
: dividend rate redemption price and
participating privileges of the series A
preferred shares and no preferred
shares. additional to series A shall be
issued so long as any preferred shares
of series A. are outstanding. unless the
earnings for Il out Of IL preceding
months shall show that the dividend on
all outstanding preferred shares, includ-
ing those proposed 70 be issued shall
have been earned at least one and one
| half times. or unless such issue is ap-
proved by the holders of not less than
three-fourths of the series A preferred
shares then outstanding.
.. The holder of each share of com-
/ mon stock shall be entitled TO one vote
per share. except that If dividends
upon series A preferred shares shall
be in arrears to the extent Of 81 per
share latter crediting any payments
| in respect TO such dividends made to
! the holders OF preferred shares other
! than by the company then. and so
| long only as that situation shall con-
tirue. the common shares shall not be
i entitled to vote for directors OF the
company. Dividends in arrears on the
preferred stock shall be paid up as
promptly as is reasonably practicable.
Additional common shares may be
/ issued by the directors from time to
time for cas! or in payment for bonds
OF property
May Increase Capital.
The company may issiie, sell and
sDose of any of It's shares OF stock
authorized by this agreement or By SUBJ
seuuert increase Of capital stock or by
or pursuant TO any amendment OF this
agreement al such price. for such con-
sheraton. anc on such terms and con-
cltions as from time 70 time may be
fixed and determined By the board OF
directors.
Eighth. Upon the organization of
the New Co, the following transactions
shall be carried out substantially stimuli
taneously:
la The Capital Co shall vest In
the New Co all OF its estates. iands.
rights. powers, privileges. licenses. fran
ci7ises and properties. real and personal,
tangible and intangible. of every kind
tincluding without limiting the gen.
crafty OF the foregoing, 202 shares OF
The par value of $50 per share Of the
capital stock Of the Washington &
Maryland Railroad Co. out Of total
OF 2e2 shares issued and outstanding.
$50 600 principal amount OF per cent
bonds Of said company. due January
Is. 1877. and a demand note for the
principal amount of $40 500 bearing IN
tcreSl at the rate Of & per cent per
annum made by said company Endorsed
70 the Capital CO... and shall transfer
~ the New CO. all existing operating
and other contracts. and or rights
subject 10 ali conditions ri said con-
tracts and shall execute all deeds. as
signments and Or other conveFanccs
requisite for such purpoAe.
In consideration therefor the Ne"
| Co shall:
he
same mature all of the liabilities OF the
, Capital Co. such liabilities 10 be- S.
! 300 600 principal amount Of Capital
| Traction first mortgage bonds bea:in
in,eres, al the raj" u 5 per cent per
annum, due June J. I947 tin addition
! ~ $500 900 principal amount thereof
! nov IN the treasury o! the Capital Co.
which shall be Cancelled Oh or before
! the date Of closing hcreundeFl. and
current liabilities arising In normal
! conduct Of the business. and
/ "'bJ Issue 10 the Capital CO. l2o 600
shares u said ae!irs A preferred STOCK.
The Washington 60 agrees that the
! Capital Co MAJ ou behalf Of The
! Washington Co. extend To each Of the
| Stockholders III the Capital Co, u REC
! ORD 10 days prior 10 the date Of closing
as hereinafter defined the right or
! option ~ elect on OF before s7IcG dat
81 closing anc take IN exchange for
and In llet ot each fun share 0! laid
preferred stock Of the New CO. 10 which
laid Stockholders may be- or become en-
titled 0nc-haf share u said series A
preferred STOCK Of The New Go plus
9 70 If share VI common st0ck o! the
New 20
win Notify Other Company.
The Capital Co. acting IN behalf of
Such stockholders. agrees ~ notify the
! Washington Co, on Or before the date
If closing A. hereinafter defined ~
lie number ~ shares If preferred stock
~ tfe New ca 50 10 be exchanged
! anG The Washington ca agreea there
. q