of the corporation. After all payments have been made, as provided herein, the Committee, or their successors, are to resign forthwith as officers, directors, voting trustees, escrow agents, etc., and the entire management and control of the corporation is to become vested in the Debtor, or his designees. 10. This agreement may be executed in any number of counterparts, each of which, when executed, shall be deemed to be an original, and all of which shall constitute but one and the same agreement. SIGNED AND SEALED the day and year first above written. CORPORATE AGREEMENTS STOCK Agreement for Consolidation of Corporations under Laws of several States Continental Securities Company v. Belmont, 168 App. Div. 483, 154 N. Y. Supp. 54. Affirmed 222 N. Y. 673, 119 N. E. 1036. AGREEMENT made this... day of.... by and be tween: ... (Recitation of various parties to the agreement.) And also by and between the Directors of each of the several companies above named and the Directors of each of the other of said companies. WHEREAS: The... is a railroad corporation, organized and exist ing under the laws of the State of..... owning a steam is..... railroad wholly within said State. Its capital stock is.. ($... ..) Dollars, divided into... (....... ....... .) shares of the par value of... .($. .) Dollars each. The number of Directors of said corporation is. (Then follow similar paragraphs covering each of the parties to the agreement.) AND WHEREAS the railroads of said companies form continuous or connected, but not parallel or competing, lines of railroad with each other, and it is desired to consolidate said companies into one corporation and to vest in and to convey to such consolidated corporation the railroads, property and franchises of the consolidating corporations, under and pursuant to the provisions of the laws of the States of (here enumerate States). NOW, THEREFORE, THIS AGREEMENT WITNESSETH: Article 1 The said (recitation of various parties to the agreement) shall be consolidated into a single corporation upon the terms and conditions hereinafter set forth, which are hereby agreed to and prescribed for such consolidation. Article II The name of said consolidated corporation shall be... and said consolidated corporation shall continue The number of Directors who shall manage its affairs shall be..... Article IV The names and places of residence of its Directors for the first year are: Article V The officers of said consolidated corporation shall be a President, as many Vice-Presidents as the Board of Directors may appoint, a Treasurer, a Secretary, and such other officers as may, from time to time, be provided for by the by-laws or appointed by the Board of Directors. The names and places of residence of the principal officers for the first year are:... The several Departmental Officers of the consolidating companies shall be continued, subject to the provisions of the by-laws, as Departmental Officers of the consolidated corporation, with such changes, if any, in titles and duties as their officers superior in ranks or the Board of Directors may determine. The by-laws of.... now in force shall become and shall be the by-laws of the consolidated corporation and shall be subject to amendment by the Board of Directors. Article VI The principal office of said consolidated corporation shall be in the City of...... County of........, State of...... Article VII The amount of the capital stock of said consolidated corporation shall be........($.. ($. . . . . . . . ) Dollars, divided into (......) shares of the par value of.... ($. . . . ) Dollars each. (....) shares of said stock shall, after said consolidation shall have become effective, be issued in exchange for outstanding stock of said consolidating corporations, on the several bases hereinafter set forth in Article VIII of this agreement. The remainder of said..... .(....) shares of capital stock of said consolidated corporation, namely. . . . . . . . (....) shares, may be issued from time to time when authorized by the Board of Directors of the consolidated corporation, with the approval of such governmental bodies as shall have authority in the premises. Article VIII The manner of converting the capital stock of each of said consolidating corporations into that of said consolidated corporation, and the distribution of such of the stock of said consolidated corporation as is to be issued in exchange for outstanding stock of said consolidating corporations, shall be as in this Article stated: (a) The holders of the stock of. .shall be entitled to........(....) shares of the stock of the consolidated corporation. Each stockholder of... . shall be entitled to....(....) shares of the stock of the consolidated corporation for each share of the stock of the. ..owned by him at the time said consolidation shall become effective. ....... . in the name of the Treasurer of that Company, in trust for it, namely.... .(....) shares shall be cancelled. The other holders of the stock of.... owning the remainder of the issued stock thereof, such remainder being (....) shares of stock, dividends on which are guaranteed to the extent hereinbefore stated, and... ·(... ... .....) shares of stock, dividends on which are not guaranteed (a total of....... .shares), shall be entitled to.... .(....) shares of the stock of the consolidated corporation. Each of said other stockholders of... entitled to......(....) shares of the stock of the consolidated corporation for each share of the stock of.... ...shall be owned by him at the time said consolidation shall become effective. (Here follow "c" "d" "e" "f" "g" "h" and "i" regarding manner of converting the capital stock of each of said consolidating corporations.) (1) Should any stockholder be entitled to a fraction of a share of stock of the consolidated corporation, a certificate of ownership thereof shall be issued to him. Such certificate shall provide that when certificates for fractions of shares of stock equal to one or more shares shall be presented and surrendered to said consolidated corporation, a certificate for a full share or shares of stock, equal in amount to the aggregate of such fractions of shares, shall be issued in place thereof; but such fractions of shares shall not be entitled to any interest or dividend, nor shall any holder thereof be entitled to vote thereon at any meeting of the stockholders. (m) The stockholders of the.. ...and of the.... ...... . of . . . . . . .shall also be entitled to receive from the consolidated corporation accruing dividends on the stock owned by them in said companies, at the respective rates of dividends paid thereon during the year to the date when said consolidation shall become effective. (n) Until surrendered and exchanged for certificates issued |