|
|
|
|
|
|
|
ART. XXIII] RAILROAD COMPANIES. 159
pointment of three disinterested commissioners to estimate and appraise
the share or shares of such stockholder at their market value, without
regard to any depreciation resultant from such sale, and the award of
said commissioners, when confirmed by the Court, shall be final and
conclusive, and thereupon the purchasing company shall pay to the
stockholder the value of his share or shares as ascertained by said ap-
praisement, and upon payment as aforesaid the stockholder shall trans-
fer the said share or shares absolutely to the purchasing company to be
cancelled. The commissioners aforesaid shall make their award in
writing in triplicate original, and shall deliver one of such originals
to each party and file the other with the Clerk of the Court within five
(5) days after completing the same; and if either party be dissatisfied
with such award, exceptions thereto shall be filed within fifteen (15)
days after the award shall be filed by the commissioners as aforesaid;
and thereupon the Court shall fully hear and consider the said excep-
tions, and either affirm the said award or set the same aside, as it shall
determine, and if set aside, appoint three other disinterested commis-
sioners to make another appraisement; whereupon the same procedure
shall be had as often as the Court shall set aside said appraisement; and
commissioners appointed by the Court as aforesaid shall file their award
as hereinabove provided within five (5) days after the day of their
appointment. If any stockholder shall proceed as herein authorized for
the ascertainment and determination of the value of his stock of the sell-
ing company, such action shall be treated as and conclusively presumed
to be an election on the part of such stockholder to accept the cash
value of his stock as the same shall be ascertained and determined in
the proceeding herein authorized, and any right of conversion or ex-
change of his stock for stock of the purchasing company shall by the
institution of such proceedings be terminated and annulled.
Third. If by the terms of the agreement stockholders of the selling
company shall be given the right to convert or exchange their shares
of stock into shares of stock of the purchasing company, the failure
or refusal of any holders of shares of the selling company to accept
within the period of six months after the date named in said agreement
for payment thereof the cash value of their said shares as defined and
sol forth in said agreement, shall be treated as and conclusively pre-
sumed to be an election on the part of such holders to accept the stock
of the purchasing company to which by the terms of said agreement
they shall be entitled, and thereafter such holders shall be entitled only
to exercise the privilege of exchange of their stock for stock of the
purchasing company upon the terms and conditions provided in said
agreement, and the cash value of said shares as defined and set forth
in said agreement shall be retained by and become the property of the
purchasing company. But the provision of this paragraph shall not
apply to the holder or holders of stock of the selling company who
shall, pursuant to the provisions of paragraph Second thereof, have
|
|
|
|
|
|
|
|
 |
