Page:Federal Reporter, 1st Series, Volume 10.djvu/440

 428 FEDERAL REPORTER. �The bill further alleges that the Metropolitan, on or about Novem- ber 1, 1879, exeeuted a mortgage on their line and property, second and subordinate to the mortgage referred to in the tripatite agree- ment, for the purpose of raising funds to complete and improve the unfinished lines, as provided in said agreement, sueh second mort- gage being made to secure $4,600,000 of bonds ; that only $2,000,000 thereof had been issued and negotiated at the time of said receiver- ship; that now the Metropolitan has proposed to issue the residue of the bonds provided for in said second mortgage, and to deliver them for negotiation to the Manhattan, and allow it to receive and use the proceeds of the bonds. It also alleges that the Metropolitan, being now in the control of the directors who concurred in the execution of the modified agreement, is shaping its action so as to compel dissentient shareholders to acquiesce in the terms of said agreement, it having stamped as cancelled the guaranty printed on its stock certificates, and, upon a transfer of any certificate contain- ing the guaranty, refusing to issue to the transferee a similar certi- ficate, or any other than a certificate with the guaranty cancelled ; that, in aid of this scheme, they, immediately after the execution of said agreement, closed the transfer books of the company ; and that the acts and doings of the company, under the management of its present directors, are in hostility to the true interests of the share- holders, and planned in order, through the operation of the market and the customs of the stock exchange, to deprive dissentient share- holders of their just and equitable rights. �The prayer of the bill is : �(1) For a decree that the two agreements dated October 22d are null and void and inoperative as against the plaintiffs; (2) that the Manhattan be per- petiially enjoined from performing the same, so far as they change or under- take to change the terms of the tripaitite agreement and the leases; (3) that the Metropolitan be enjoined, until the further order of the court, from deliv- ering auy of its money or property to the Manhattan, or from issuing to it any of its mortgage bonds for negotiation, or from allowing it to receive the proceeds of any such bonds, or from changirig the forra of the stock certifi- cates of the Metropoliton, in respect to the matters printed thereon, or doing any other acts vfhich, in respect to the dealings in said shares, or the terms of said certificates, or their registration, shall modify, impair, or embarrass any holders of the certificates having the said memorandum printed thereon; (4) that the Manhattan be enjoined from paying or transferring to the New York any moneys or shares in action under the agreement of October 22d, and from performing any part of the agreement of that date, so far as they change, or undertake to change, the terms of the tripartite agreement and the leases. ��� �