CHAP. 12.—An ACT to authorize the merger of the Martinsburg
and Potomac railroad company into the Cumberland Valley
and Martinsburg railroad company, and to amend and re-enact
an act entitled an act to incorporate the Martinsburg and Poto-
mac railroad company, approved July 9, 1870, as amended in the
er and sixth sections thereof by an act approved February

24, 1888

Approved December 19, 1889.

Whereas the railroad contemplated by the act of the
gegeral assembly of Virginia, approved July ninth, eigh-
teen hundred and seventy, entitled an act to incorporate
the Martinsburg and Potomac railroad company, and the
act of the legislature of the state of West Virginia,
passed February nineteenth, eighteen hundred and sixty-
eight, entitled an act to incorporate the Martinsburg and
Potomac railroad company, extending from a point on the
south bank of the Potomac river, in the state of West
Virginia, to the town of Winchester, in the state of Vir-
ginia, has now been fully completed; and whereas, that
portion of said road that is constructed through the state
of West Virginia, was sold under and by virtue of a
decree of the circuit court of Berkely county, West Vir-
ginia, and is now owned by the Cumberland Valley and
Martinsburg railroad company, a corporation duly organ-
ized under the laws of the state of West Virginia, and
that portion constructed within the state of Virginia,
belongs to the Martinsburg and Potomac railroad com-
pany, a company duly organized under the aforesaid act
of July ninth, eighteen hundred and: seventy; and
whereas, it 1s now proposed to merge the said Martins-
burg and Potomac railroad company organized under the
act approved July ninth, eighteen hundred and seventy,
into the said Cumberland Valley and Martinsburg rail-
road company, so that the continuous line of railway may
be held, controlled and operated under a single ownership
agreeably to the orignal design.
1. Be it enacted by the general assembly of Virginia.
That authority is hereby granted for such proposed merger
of the said Martinsburg and Potomac railroad company
into the said Cumberland Valley and Martinsburg railroad
company, the same to be made and effected under the fol-
lowing conditions, to wit:

2. The directors of the said several companies mav
enter into a joint agreement for the merger of the said
Martinsburg and Potomac railroad company into the said
Cumberland Valley and Martinsburg railroad company.
prescribing the terms and conditions thereof and the
manner of converting the capital stock of the company
so to be merged into the capital stock of the company intu
which such merger shall be made, and all such other pro-
visions as they may deem to be necessary to effectuate the
said consolidation and merger.

3. Said agreement, when made as aforesaid, shall be
submitted to the stockholders of each of said companies,
at a meeting to be called of each company, for the pur-
pose of taking the same into consideration, and acting
thereon, and at said meetings the said agreement of the
said directors shall be considered and voted upon, and if
two-thirds of all the shares of stock entitled to be voted
in each of said companies, shall be voted for the ratifica-
tion and adoption of said agreement, then that fact shal)
be certified thereon by the secretaries of the respective
companies, under the seals thereof, and the agreement so
authenticated shall be delivered to the clerk of the county
court of Frederick county, who shall record the same, and
transmit a copy thereof to the secretary of the common-
wealth, and a copy of said agreement, and act of merger,
certified by the secretary of the commonwealth, under the
seal of the state, shall be received as legal evidence of the
incorporation of said company, and of the merger so made.

4. The entire capital stock of said company shall not
exceed seven hundred thousand dollars.

5. Upon the making and perfecting the agreement and
act of merger, as aforesaid, as provided in the preceding
sections, and filing the same with the clerk of the county
court of Frederick county, Virginia, and the secretary of
the commonwealth, as aforesaid, the said Cumberland
Valley and Martinsburg railroad company shall there-
upon become and be invested with all the rights, privi-
leges and franchises which by the act of July ninth, eigh-
teen hundred and seventy, and the amendment thereto of
February twenty-fourth, eighteen hundred and eighty-
eight, were granted to, conferred upon and vested in the

Martinsburg and Potomac railroad company, subject to all
the restrictions, disabilities, and duties by said act and
the amendment thereof, imposed, and all and singular
the rights, privileges and franchises, and all] the property,
real, personal and mixed, and all debts due, on whatever
account, as well of stock subscriptions and other things in
action, belonging to the said Martinsburg and Potomac
railroad company, shall be taken or deemed to be trans-
ferred to and vested in the Cumberland Valley and Mar-
tinsburg railroad company, without other or further act
or deed.

6. That portion of said consolidated company’s road, in
the state of Virginia, and all its real estate and other pro-
perty in said state, shall be subject to like taxation and
assessment, in like manner and with like effect as pro-
perty of other railroad corporations, operated within the
state.

«. Any stockholder in the Martinsburg and Potomac
railroad company who shall refuse to convert his stock
into the stock of the Cumberland Valley and Martinsburg
railroad company, may, at any time within thirty days
after the delivery of the said agreement to the secretary
of the commonwealth, apply, by petition to the circuit
court of Frederick county, or to the judge thereof in vaca-
tion, for the appointment of three disinterested persons to
ascertain and determine the amount of damage, if any,
which such stockholder has or may sustain by reason of
said merger, and said court, or the judge thereof in vaca-
tion, may, after notice of time and place of filing said pe-
tition has been served upon the said Cumberland Valley
and Martinshurg railroad company, ten days hefore the
filing of said petition, make an order appointing three dis-
interested persons to ascertain and determine the amount
of such damage, and the persons so appointed shall ap-
praise said stock so held by such stockholder, at the fair
market value thereof, without regard to any appreciation
or depreciation in consequence of said merger, and the
said company may, at its election, either pay to such stock-
holder the amount of damage so found or ascertained, if
any, or the value of the stock so ascertained and deter-
mined, and upon the payment of the value of the stock as
aforesaid, the said stockholder shall transfer the stock so
held by him to said company, and in case the value of the
stock, as aforesaid, is not paid within thirty days,from the
filing of the award, and its confirmation by the court, or
the judge thereof in vacation, judgment therefor shall be
entered up, by the clerk of said court, against said com-
pany, and execution may issue thereon.

8. The said company so merged and consolidated agrees °
to pay all taxes, debts, or demands due the commonwealth '
of Virginia, or which shall become due, in money and not
in coupons,

9. This act shall be in force from its passage.