Page:United States Statutes at Large Volume 47 Part 1.djvu/779

 72d C ONGRESS. SESS. II. CH. 10. JANUARY 14, 1933 . the New Company all existing operating and other contracts and/or rights (subject to all conditions of said contracts) and shall execute all dee ds, assig nments, and/or o ther con veyances requisi te for such purpose. In consideration therefor the New Company shall- (a) Issue to the Capital Company such shares of its capital stock a nd/or ot her secur ities as may be agreed u pon by t he Capit al and Washington Companies and approved by the Public Utilities Commission of the District of Columbia. (b) Assume and discharge as the same mature all of the liabili- ties of the Capital Company, such liabilities to be not exceeding $5,800,000 principal amount of Capital Traction first mortgage bonds bearing interest at the rate of 5 per centum per annum, due June 1, 1947 (in addition to $200,000 principal amount thereof now in the treasury of the- Capital Company which shall be canceled on or before the date of closing hereunder), and current liabilities arising in normal conduct of the business. I t is und erstood and agre ed that to carry out the intent t hereof the Capital Company shall and will, as soon as may be possible after the date of closing as hereinafter defined, make distribution to its stockholders, liquidate and dissolve, and that to this end approval of this agre ement by joint resolutio n or Act of the Congress of the United States shall constitute and confer all necessary authority to the Capital Company to liquidate its assets by distributing amongst its stockholders, in proportion to their several holdings of stock in said company, the shares of stock of the New Company which it shall have received as the consideration for the sale, transfer, and conveyance, of its property to the said New Company as provided herein, and thereupon to liquidate its affairs and dissolve its corporate existence : Provided, That the existing liabilities of the said Capital Company and the rights of its creditors shall not be affected thereby, and that such creditors shall have, as to the New Company upon the transfer of property to it as aforesaid, all rights and remedies which they may then have as to the Capital Company : And provided further, That no action or proceedings to which the Capital Company isa party shall abate in consequence thereof, but the same may be continued in the name of the party by or against which the same was begun, unless the court in which said action or proceedings are pending shall order the New Company to be substituted in its place and stead : And pr ovided further, That the fa ct of such disso lutio n in accordance with this provisit'a shall be published once a week for two successive weeks thereafter in at least two daily newspapers of general circulation published in the city of Washington, District of Columbia. The date of closing is hereby defined as the date of the transfer of the properties mentioned herein to the New Company and the delivery of New Compa ny shares to the Capital and Washington Companies in accordance herewith. B. The Washington Company will vest, or cause to be vested in the New Company all of its physical property, real and personal, Glen Echo Amusement Park (except devices, not owned by the Was hi ngt on Co mpa ny or G len Ec ho Pa rk Company), tr ack s, land s, buil ding s, shop s, s truc tur es, mach ine ry, roll ing sto ck, buss es, easements, franchises, rights, operating and otherr contracts for the use of tracks, power, exchange of facilities, or otherwise, directly connected with, or relating to, and used in the ordinary operation and business of an electric railway, motor bus, public Consideration there- for. Issue of capital stock. Assumption of lia- bilities, etc. Liq uida tion and di s- solution of Capital Company. Provisos. Cre dito rs' righ ts. 755 Actions, ate-, not abated. Public ation of disso. lution. Date of closing. Transfer of Washing- ton Co mpan y p rope r- ty, etc .