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 between:

(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, organised and existing under the laws of the State of........, owning a steam 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 for.......years.

Article III

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.