there to remain subject to the order of the said Court, and to be disposed of as the Court shall direct.

SEC. 57. Lien of Employees:-Whenever any corporation, formed under the provisions of this Chapter, shall become insolvent, the employees doing labor or service of whatever character in the regular employ of such corporation, shall have a lien upon the assets thereof for the amount of the wages due to them, not exceeding two months' wages respectively, which shall be paid prior to any other debt or debts of said corporation; but the word "employee" shall not be construed to include any of the officers of such corporation.

SEC. 58. Compensation of Receiver or Trustee :-The Court of Chancery shall, before making distribution of the assets of an insolvent corporation, among the creditors or stockholders thereof, allow a reasonable compensation to the receiver or trustee for his services, and the costs and expenses incurred in and about the execution of his trust, and the costs of the proceedings in said Court, to be first paid out of said assets.

SEC. 59. Merger; Proceedings for:-Any two or more corporations organized under the provisions of this Chapter, or existing under the laws of this State, for the purpose of carrying on any kind of business, may consolidate into a single corporation which may be either one of said consolidated corporations or a new corporation to be formed by means of such consolidation; the directors, or a majority of them, of such corporations as desire to consolidate, may enter into an agreement signed by them and under the corporate seals of the respective corporations, prescribing the terms and conditions of consolidation, the mode of carrying the same into effect, and stating such other facts as are necessary to be set out in Articles of Incorporation, as provided in this Chapter, as well as the manner of converting the shares of each of the old corporations into the new, with such other details and provisions as are deemed necessary.

Said agreement shall be submitted to the stockholders of each corporation, at a meeting thereof, called separately for the

purpose of taking the same into consideration; of the time, place and object of which meeting due notice shall be given by publication at least once a week for four successive weeks in one or more newspapers published in the county wherein each corporation either has its principal office or conducts its business, and a copy of such notice shall be mailed to the last known postoffice address of each stockholder of each corporation, at least twenty days prior to the date of such meeting, and at said meeting said agreement shall be considered and a vote by ballot, in person or by proxy, taken for the adoption or rejection of the same, each share entitling the holder thereof to one vote; and if the votes of stockholders of each corporation representing twothirds in amount of its capital stock shall be for the adoption of the said agreement, then that fact shall be certified on said agreement by the secretary of each corporation, under the seal thereof; and the agreement so adopted and certified shall be signed by the President and Secretary of each of said corporations under the corporate seals thereof and acknowledged by the President of each of such corporations before any officer authorized by the laws of this State to take acknowledgments of deeds to be the respective act, deed and agreement of each of said corporations, and the agreement so certified and acknowledged shall be filed in the office of the Secretary of State, and shall thence be taken and deemed to be the agreement and act of consolidation of the said corporation; and a copy of said agreement and act of consolidation, duly certified by the Secretary of State under the seal of his office, shall also be recorded in the offices of the Recorders of the Counties of this State in which the respective corporations so consolidating shall have their original charters recorded, or if any of the corporations shall have been specially created by a public Act of the Legislature, then said agreement shall be recorded in the County where such corporaton shall have had its principal place of business, and such record, or a certified copy thereof, shall be evidence of the existence of the corporation created by the said agreement, and of the observance and performance of all antecedent acts and conditions necessary to the creation thereof.

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SEC. 60. Merger; Status of Old and New Corporations:When the agreement is signed, acknowledged, filed and recorded, as in the preceding section is required, the separate existence of the constituent corporations shall cease, and the consolidated corporations shall become a single corporation in accordance with the said agreement, possessing all the rights, privileges, powers and franchises, as well of a public as of a private nature, and being subject to all the restrictions, disabilities and duties of each of such corporations so consolidated, and all and singular, the rights, privileges, powers and franchises of each of said corporations, and all property, real, personal and mixed, and all debts due on whatever account, as well for stock subscriptions as all other things in action or belonging to each of such corporations shall be vested in the consolidated corporation; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectually the property of the consolidated corporation as they were of the several and respective former corporations, and the title to any real estate, whether by deed or otherwise, under the laws of this State, vested in either of such corporations, shall not revert or be in any way impaired by reason of this Chapter; provided, that all rights of creditors and all liens upon the property of either of said former corporations shall be preserved unimpaired, and all debts, liabilities and duties of the respective former corporations shall thenceforth attach to said consolidated corporation, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

SEC. 61. Merger; Payment for Stock of Dissatisfied Stockholders:-If any stockholder in either corporation consolidating as aforesaid, who objected thereto in writing, shall within twenty days after the agreement of consolidation has been filed and recorded, as aforesaid, demand in writing from the consolidated corporation payment of his stock, such consolidated corporation shall, within three months thereafter, pay to him the value of the stock at the date of consolidation; in case of disagreement as to the value thereof, it shall be ascertained

by three disinterested persons, one of whom shall be chosen by the stockholder, one by the directors of the consolidated corporation and the other by the two selected as aforesaid; and in case the said award is not paid within sixty days from the making thereof, and notice thereof given to said stockholder and said consolidated corporation, the amount of the award shall be evidence of the amount due by said corporation, and may be collected as other debts are by law collectible; on receiving payment of the award, said stockholder shall transfer his stock to the said consolidated corporation, to be disposed of by the directors thereof, or to be retained for the benefit of the remaining stockholders.

SEC. 62. Merger; Pending Actions Saved:-Any action or proceeding pending by or against either of the corporations consolidated may be prosecuted to Judgment, as if such consolidation had not taken place or the new corporation may be substituted in its place.

SEC. 63. Liability of Corporations and Rights of Others Unimpaired by Sale, Increase or Decrease of Capital Stock, or by Consolidation:-The liability of corporations created under this Chapter, or existing under the laws of this State, or the stockholders or officers thereof, or the rights or remedies of the creditors thereof, or of persons doing or transacting business with such corporation, shall not in any way be lessened or impaired by the sale thereof, or by the increase or decrease in the capital stock of any such corporation, or by the consolidation of two or more corporations or by any change or amendment in the Articles of Incorporation.

SEC. 64. Powers of Consolidated Corporation:-When two or more corporations are consolidated, the consolidated corporation shall have power and authority to issue bonds or other obligations, negotiable or otherwise, and with or without coupons or interest certificates thereto attached, to an amount sufficient with its capital stock to provide for all the payments it will be required to make, or obligations it will be required to assume, in order to effect such consolidation; to secure the pay

ment of which bonds and obligations it shall be lawful to mortgage its corporate franchise, rights, privileges and property, real, personal and mixed; and may issue capital stock to such an amount as may be necessary, to the stockholders of such consolidated corporation in exchange or payment for the original shares, in the manner and on the terms specified in the agreement of consolidation.

SEC. 64a. Sale of Assets and Franchises:-Every corporation organized under the provisions of this Chapter, may at any meeting of its Board of Directors, sell, lease or exchange all of its property and assets, including its good will and its corporate franchises, upon such terms and conditions as its Board of Directors deem expedient and for the best interests of the corporation, when and as authorized by the affirmative vote of the holders of a majority of the stock issued and outstanding having voting power given at a stockholders meeting duly called for that purpose, or when authorized by the written consent of a majority of the holders of the voting stock issued and outstanding, provided, however, that the certificate of incorporation may require the vote or written consent of the holders of a larger proportion of the stock issued and outstanding.

SEC. 65. Sale of Franchise; Organization of Corporation to Continue:-If the franchise and property of any corporation formed under the provision of this Chapter, or existing under the laws of this State, is sold, the persons who may become the purchasers, at private sale or under the judgment of the Court, may organize a corporation for the continuation, operation and management of the same; and such corporation, when organized shall have the same rights, privileges and franchises as have been granted to or acquired by the corporation purchased; and shall be subject to all the limitations, restrictions and liabilities imposed upon it, and, in addition thereto, shall be subject to all the provisions of this Chapter. Such corporation shall be formed by Articles of Incorporation executed by the purchaser and his associates, and which shall, in addition to the requirements of the provisions of this Chapter, set forth the description of the