Page:United States Statutes at Large Volume 31.djvu/324

 272 FIFTY-SIXTH CONGRESS. Sess. I. Ch. 718. 1900. corporate name or in such other name as it shall ado t by the nling of fi’§i‘ig§fi’· liilbllilieli a certificate as hereinbefore authorized: .Pmuide0Z, 'llhat the existing uuaifecyeg. liabilities of the selling corporation and the 1'lg'l1tS of its creditors shall wI;‘fi‘}i‘§;f‘€ °°“°'“ “°* not be affected thereby: AmZp1·0vJide0Zfurthe2~, That no action or pro- . ceeding to which any corporation whose estate, property, rights, and franchises shall be acquired as herein provided is a party shall abate in consequence thereof, but the samemay be continued in the name of the partly by or against which the same was belgun, unless the court shal or le; the) said Wétshingtoh and Great Falls lectric Railway Compan to su stitute in its p ace. l S%kg<>ggine;:ct¤g; The approval of stockholders herein provided for may be given by im; how given. — the consent in writing of the owners of record of three-fourt s of the capital stock of each company, or by the vote of the owners of threefourths of Ebel caphtlellstock of each company, relpresenteg at a special . meetin ca e an e d as prescribed_by the by- laws of the 1'GS ctive S,il*;“i;’i§_°¤”‘“°“‘° °* compagies or by law. Whenever a certificate shall be Hled wileh the recorder of deeds for the District of Columbia, signed and acknowl- · edged by a majority of the board of directors of each of the corporations to be affected thereby, showing that a contract of purchase and _ . sale has been made and approved as herein provided, such certificate lilffjisjfllfl c‘§iii§ifg§§i shall be presumptive evidence of the facts therein set forth. _ Upon the sue.filing of such certificate a notice shall be mailed to each stockholder of . releord in inch celrporationell settingi fhrth ltihe time when aed place w ere suc certi cate was e, an i wit in t irty days a ter the 1hlailih)g oishlch notice any stockholder oi any tafihlhe elompanies eliiiected - there s a ive notice in writin to the said as. in ton an `reat §’$§l§f“S“* °* his Falls Electric Railway Comgiany th§t he dissents from sgch contract, it - shall be the_duty of the said company, within sixty days after the filing I of such certificate, to mstitute a proceeding for the appraisement of the · ‘ shares of such dissenting stockholder. If any stockholder shall omit to _ give such notice of dissent, he shall be deemed to have assented to such ·P’°°°d“’°-· ccntract, Said proceeding for appraisement may be begun hy filing with the supreme court of the sa1d District a petition praying for the ·¤PPmi$°’¤· appointment of three persons to appraise the value of such stock. The court shall thereupon appoint three such appraisers and designate the time and place of theirfgrst meeting. The court may fill any vacancy 1n the board of appraisers occurring by refusal_or neglect to serve or otherwise. The appraisers shall meet at ithe time and place designated, and after being sworn honestly and faithfully tc disc arge their duties, shall appraise such stock at its full value, without regard to ‘ any appreciation or depreciation thereof in consequence of such contract of purchase and sale; and said award, when confirmed by the court, shall be final and conclusive on all parties. The charges and expenses of the appraisers shall be paid by the said Washington and receive the amount of the award sha] refuse to accept the same, or 1f for any reasonlit shall not be possible to make payment of the amount of the award to such person entitled to receive the same, without unreasonable delay, the court may direct the same to be deposited in court. When the said company shall have paid or de osited in court the amountliixed by the appraisers as the value of the shares or the dissenting stockholder, such stockholder shall cease to have any interest in said appraised stock or in the prelperty or franchises represented thereby, and the said Washington an Great Falls Electric Railway Company shall receive back from the corporation whose estate, rights, property, and franchises it has acquired, that portion of the consider- _ _ ation for such. sale, or of the (proceeds thereof, which otherwise would fi‘,§;,‘fW‘l§,fil‘f‘},’§,‘l,*f““Y have been distributed to such issenting stockholder. If such payment or deposit is not made within thirty dajys from the confirmation of the appraisal, the amount of the award, with interest from the date of con-
 * §§§‘§f,l,,_*° “°°°PF Great Falls Electric Railway Company. If the person entitled