Nogales international., 1931-08-22
LEGAL NOTICE

property and assets of the corpora
ton, including it's good will and its
corporate franchise, upon such terms
and conditions and for such con-
sideration, which may be in whole
or in part shares of stock in, and/
or other securities of, any other cor
poration or corporations, as its
board of directors shall deem ex-
pedient and for the best interests
of the corporation.
The corporation may in it's by
laws confer powers upon it's board
of directors in addition to the fore
going, and in addition to the pow
ers and authorities expressly con-
ferred upon it by statute.
TENTH. Whenever compromise
or ARRANGEMENT is proposed between
this corporation and its creditors
or any class of them and/ or be-
tween this corporation and its
stockholders or any class OF them,
any court of equitable jurisdiction
within the State of Delaware, may,
on the application in a summary
way of this corporation or OF any
creditor or stockholder thereof, or
on the application of any receiver
or receivers appointed for this cor
poration under the provisions OF
Section 1888 of the Revised Code OF
1915 of said State, or on the appli-
cation of trustees in dissolution or
of any receiver or receivers appoint
ed for this corporation under the
provisions of Section 43 of the Gen
eral Corporation Law of the State
of Delaware, order meeting OF the
creditors or class of creditors, and/
or of the stockholders Or class OF
stockholders of this corporation, as
the case may be, to be summoned
in such manner as the said Court
directs. IF a majority in number
representing three-fourtfS in value
and/ or of the amounts OF the
claims of the creditors or class OF
creditors, and/ or of the stockhold-
ers or class of stockholders Of this
corporation, as the case may be,
agree to any compromise or arrange
nlent and to any reorganization OF
this corporation as consequence OF
such compromise or arrangement,
the said compromise or arrangement
and said reorganization shall, II
sanctioned by the Court to which
the said application has been made,
be binding on all the creditors or
cisss of creditors, and/ or on all
the stockholders or class of stock
holders, of this corporation, as the
case may be, and also on this cor
poration.
, ELEVENTH. Both stockholders
and directors shall have power, If
the bylaws so provide, to hold their
meetings, and to have one or more
offices, within or without the State
of Delaware, and to keep the books
of this corporation (subject to- the
provisions of the statutes), outside
; of the State of Delaware as such
; places as may be from time to
: time designated by the board OF
, directors.
! TWELFTH The corporation re-
! serves the right to amend, alter,
change or repeal any provision con-
tanned in this certificate of incor-
7 poration, in the manner now or
hereafter prescribed by statute, and
all rights conferred upon stock
holders herein are granted subject
to this reservation.
WE, THE UNDERSIGNED, being
each of the incorporators hcreinbe-
fore named for the purpose of form
ing a corporation to do business
both within and without the State
of Delaware, and in pursuance of
the General Corporation Law of the
State of Delaware, being Chapter IS
. of the Revised Code of Delaware,
and the acts amendatory thereof
and supplemental thereto, do make
this certificate, hereby declaring
and certifying that the facts here
in stated are true, and accordingly
have hereunto set our hands and
t seals this 7th day of April A. D.
$780,
In presence of Albert l..
Miller.
5 H. E. Grantland (SEAL)
H. H. Snow (SEAD
: L. E. Gray (SEAL)
j, STATE OF DELAWARE }
f )ss
COUNTY OF NEW CASTLE }
, BE 1T REMEMBERED, That on this
, 7th day of April A. D. 1880, per-
sonally came before me, Albert l.
Miller, a Notary Public for the State
of Delaware, H. E. Grantland H. H
Snow and L. E. Gray, all of the
parties to the foregoing certificate
, of incorporation, known to me per-
SOUTHERN PACIFIC Rail r.
eGso nApNa Fk mn ant