Page:Federal Reporter, 1st Series, Volume 7.djvu/288

 276 ���FEDERAL REPOaTBB. ���That the name qf the company is " The Steam-sbip Company, limited ;" that the objects for which it is established are, ampng other thingg, the purchasing and taking over, for the sum of £600,000 in its paid^up shares of £10 each, all the business, ships, or vessels subject to such liabilities of the Navigation Company, and the sailiug and managing of ships or vessels of iron orwood of every description ; that its capital is £1,000,- 000, divided into 75,000 original shares of £10 each, and 25,000 pref- erential shares of £10 each ; that it la established for the purpose of pur- chasing and taliing over the business and assets of the Navigation Com- pany, subject to the payment of all Its existing liabilities, on the terms that there be allotted to each member of the Navigation Company, in respect to every share held by such member in it, three shares in the new company of £10, fully paid up, and that there'be also offered to each such member, in respect to each share so held l^ hini, a proferejitial share- cf £10, in respect of which the sum of 10 shillings shall, be paid by him on the allotment and acceptance by him of such preferential shares ; that 60,000 of the original shares shallbe ofEered at par as fully paid-up shares, 80 that three of themahall be ofEered' to the holders of each share of £100, CJ} T^iich £30 has been paid up inthc Navigation Conipany, in exchange for each such share, and the remaining 15,000 original shares and 5,000 preferential shares shall be issuedohiy under the circuBistaiicfes theteih- «fper mteiitioned j that the directoifs shall flrst'offer* 20,000 of the prefer- ential shares, pro rata, to such holders of shaT^sinjthBtNftvigation CqQi- pany as sjiall agree to exchange theii; shares into fuHy paid-u^ shares in the new company, but in case any of {ije'inembfers of the Sfa'vigation Co'm- .pftny shall decline tp receive the samp, or negiect toaccep't liie's'ame, the directors ^hall issue su^h reinainmg sharea, f rom time ' to' timc',' tb silch li^r- sons as they may thinfc'flt ;^Jiat it shall be lawiul fdr'the directors 18 iesiie any portiof|. of the remaining 15,^00 priginalshafes aiid 5,000 p'rfefeVfenlial shares for the gurpose of enabling them or the Navigation Cdmpany to carir out a specifled contract. ma!de April 18, 1866, to ■wlilch the' ilaviga- tion Company was a party, il they siiall deem it expedierit'so ti'do, prd- vided that no one preferential share "be oSered to each Holder of three of the remaining 15,000 original shares ; that certain spedifieddlyidends shall be made on the preferential shares, and the hblaer's'oft^fem shall be enti- tled to certain specifled rights, in caae the cornpany shall'be'woundup, and that no further calls shall be made in respect of the original £10 shares, but certain specifled calls may be made as regards the preferential shares. �The agreement also recites^ — �That the assets and property of the Navigation Company consisl of cer- tain ships and other property, all of which are disclosed by its books, papers, and documents, which have been laid before the llquidators and the Steam-ship Company ; that there are also certain liabilities of the Nav- igation Company, also disclosed by the same books, papers, and docu- ments, as the same have been laid before the llquidators and the Steam- ship Company ; and that by special resolution " The Steam-ship Company; liraited, " has changed its name, and now is " The National Steam-ship Company, limited." ��� �