888 ARTICLE 23

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
and exchange upon the terms and conditions set forth and defined in the
agreement their shares of the stock of the selling company into shares of
stock of the purchasing company. After the said agreement shall have been
executed it shall be submitted to the stockholders of each of the companies
parties thereto at separate meetings, either annual or special, duly called
and held in accordance with their respective charters and by-laws and the
applicable laws of this or of other States. In the call for or notice of any
meeting of stockholders of a corporation of this or of this and any other
State or States, whether annual or special, reference shall be made to the
fact that the said agreement will be submitted to and considered at such
meeting. If the agreement shall be approved by the holders of a majority
in interest of the capital stock of each company party thereto outstanding
and entitled to vote, then that fact shall be certified by the secretary of each
corporation under its corporate seal and a copy of the agreement with the
said certificates attached shall be filed in the office of the Secretary of State
of this State, and concurrently with such filing all the railroad, property,
real and personal, rights, privileges, franchises and credits of the selling
company shall become and be vested in the purchasing company, subject
to full payment in the manner prescribed in said agreement of the stipu-
lated price or value of the capital stock of the selling company or to the right
of exchange of stocks if the same shall be provided for in said agreement,
and to all the debts, liabilities, duties and obligations of the selling com-
pany, and shall be thereafter possessed, held, used, operated, exercised and
enjoyed by the purchasing company as fully and completely in all respects