752 ARTICLE 23.

tion, either pay to the said holder the amount of damages so found, or the
value of the stock so ascertained, and upon payment of the value of the
stock, as aforesaid, the same shall be transferred to and be vested in said
acquiring company.

Fourth. In connection with and upon' consummation of such acquisition
as aforesaid, the acquiring company may issue its own then authorized
capital stock or its own bonds, either or both, at not less than the par or face
value thereof, to such amount as may be required by said agreement, or as
may be found otherwise necessary for paying and extinguishing the out-
standing capital stock and bonded indebtedness, or either, of the corpora-
tion whose rights, property, privileges, franchises and credits are so
acquired.

An. Code, sec. 284B. 1918, ch. 430.

, 221. It shall be lawful for any railroad company, incorporated under
the laws of this State, or of this and any other State or States, whether in-
corporated under the provisions of this Article or by special Act or other-
wise, to purchase the railroad, property, rights, privileges, franchises and
credits of any other railroad company incorporated under the laws of this,
or of this and any other State or States, or of any other State or States,
provided the railroads of the two companies connect, either within or with-
out this State, directly or by means of intervening lines and form a con-
tinuous route or routes for the transportation of persons and property;
and any railroad company incorporated as aforesaid of this State or of this
and any other State or States, is hereby empowered to sell its railroad,
property, rights, privileges, franchises and credits to any other railroad
company which is authorized by the terms hereof to acquire the same, or
to any railroad company of another State or States which is 'lawfully em-
powered to acquire the same. The purchase hereby authorized shall be made
and consummated in the manner hereinafter provided, and when the same
has been consummated, the purchasing company shall be possessed of and
shall own, hold, operate, exercise and enjoy the railroad, property, rights,
privileges, franchises and credits of the selling company; but nothing
herein contained shall be construed as exempting the purchasing company
from the operation of the laws of this State in respect to its railroad and
property within the State. Such purchase and sale shall be effected in the
manner following:

First. The two companies shall, pursuant to resolutions duly adopted
by their respective boards of directors, make and execute an agreement
under their respective corporate seals, duly attested, which shall contain
and set forth the terms and conditions of said purchase and sale, and shall
designate the number of outstanding shares of the capital stock of the selling
company and the amount which under the terms of said agreement will
accrue and be payable to the holder of each share in cash out of the pur-
chase money or consideration to be paid by the purchasing company. Such
agreement may further provide that all or any shareholders of the selling
company desiring so to do may, in lieu of the cash payment to which they
shall be entitled under and by virtue of the terms of the agreement, convert