charged. The acceptance of new securities by any depositor shall estop such depositor from questioning the conformity of such securities in any particular to any provisions of the plan; and the acceptance of new securities by a majority in amount of depositors of any class shall in each case respectively so estop all depositors of that class, and shall constitute a release and discharge of the reorganization managers, the committee or other representative issuing certificates of deposit in respect of the securities of such class and the depositaries, on the part of all the holders of all outstanding certificates of deposit of such class or of all outstanding participation warrants from all liability and accountability of any kind, character and description whatsoever, save the obligation to make delivery of a like pro rata amount of cash, securities, or other property or certificates of beneficial interest therein upon the surrender of outstanding certificates of deposit or as the case may be, outstanding participation warrants. Building extent. 13. The plan and this agreement shall bind and benefit the several parties, including the depositors hereunder, their and each of their survivors, heirs, executors, administrators, successors and assigns. This agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument. In Witness Whereof, the reorganization managers have subscribed this agreement, or a counterpart thereof, as of the date hereof and the depositors have become parties hereto in the manner hereinbefore provided. J. & W. Seligman & Co., Reorganization Managers. (Form from Adrian H. Larkin, of LARKIN, RATHBONE & PERRIN, New York City.) Form 3547. Notice That Plan and Agreement of Reorganization Has Become Operative by the Reorganization Managers. Notice is hereby given that the reorganization managers have declared operative the plan and agreement of reorganiza tion of Missouri, Kansas & Texas Railway Company, dated 19—. The time within which deposits of bonds and notes of the system may be made under said plan and agreement, and within which certificates of deposit which are required to be stamped as assenting to the plan and agreement may be presented for such stamping, is extended until and including, 19. The time within which holders of preferred stock and common stock may deposit the same under the plan and agreement is extended until and including 19, but stockholders depositing on or after, 19, must pay at the time of deposit, in addition to the first instalment payable under the plan, interest thereon at the rate of six per cent. per annum from, 19-, to the date of payment. Copies of the plan and agreement may be had from the undersigned reorganization managers. -Co. -Co. Reorganization Managers. Dated, New York, —, 19—. Form 3548. Issue of Securities of New Company. The reorganization managers may, in the course of the reorganization, procure the issue of securities or stock of the new company for any of the purposes for which such securities or stock would otherwise be reserved pursuant to the plan, and under like restrictions. The amounts of the proposed issues of new securities above stated are estimated and, in the case of each proposed new issue, the precise ultimate amount thereof will depend upon the extent to which and the manner in which the reorganization managers exercise the various powers herein conferred, including the power to exclude issues of securities from the plan, or modify the provision for them. Except as otherwise specifically provided, the form and terms of the new Prior Lien Mortgage Bonds and of the Prior Lien Mortgage and of the Adjustment Mortgage Bonds and of the Adjustment Mortgage, and of any certificate of incorporation or articles of association or consolidation and of any stock cer tificates or other instruments relating to the preferred stock or the common stock of the new company, and of any other instruments contemplated by any provision of the plan or deemed by the reorganization managers to be expedient in connection with the plan, shall be such as the reorganization managers shall in their discretion approve. Fractional scrip may be issued in such form and on such terms and conditions as may be approved by the reorganization managers, and as they may determine such scrip may be nondividend bearing or noninterest bearing. Form 3549. Certificates of Deposit to Depositors Transferability-Missouri, Kansas & Texas Railway Reorganization. All depositors, except as herein otherwise provided, or as may be otherwise determined by agreement between any depositor and the reorganization managers, shall receive certificates of deposit in form to be prescribed by the reorganization managers specifying the securities deposited, and the holders of such certificates shall be entitled (subject to any provisions contained in such certificates) to the rights and benefits, and only to the rights and benefits, specified in the plan and this agreement as accruing to the holders of securities of the character represented by such certificates, respectively, or granted by the reorganization managers pursuant to the powers conferred upon them, but only upon compliance with the terms and conditions imposed by the plan and this agreement. Certificates of deposit for stock will not be issued. Certificates of deposit shall be transferable only subject to the terms and conditions of the plan and this agreement and in such manner and on such conditions as the reorganization managers shall approve, and, upon such transfer, all rights of the transferor under the plan and this agreement and in respect of the deposited securities represented by the certificate transferred, and in respect of any sums paid in respect of any securities represented by such certificate, and all rights under such certificate, shall pass to the transferee, and the transferees and holders of such certificates shall, for all purposes, be substituted in place of the prior holders, subject to the plan and this agreement. All such transferees, as well as the original holders of certificates of deposit, shall be embraced within the term depositors whenever used herein. Each such certificate may be treated by the reorganization managers, by the respective committees herein mentioned and by the depositaries as a negotiable instrument, and the holder for the time being, or, if registered, the registered holder for the time being, may be deemed to be the absolute owner thereof and of all rights of the original depositor of the securities in respect of which the same was issued, and neither the depositaries nor the said committees nor the reorganization managers shall be affected by any notice to the contrary. Form 3550. Certificate of Deposit of Capital Stock-Reorganization of Pullman Company. Deposit No. with Shares. George F. Baker, J. Pierpont Morgan, John J. Mitchell. As a committee under deposit agreement dated, 19—. J. P. Morgan & Co., Depositary, 23 Wall Street, New York. The First National Bank of the City 2 Wall Street, Stock deposited. Illinois Merchants Depositary, 231 S. LaSalle St., Chicago. This is to certify that or predecessor in title hereto, has deposited certificates for shares, each of the par value of $100.00, of the capital stock of The Pullman Company (hereinafter termed the "company"), a corporation of the state of Illinois, under the deposit agreement dated, 19—, between the undersigned, George F. Baker, J. Pierpont Morgan and John J. Mitchell, parties of the first part thereto, and such stockholders of the company as shall become depositors under said agreement, parties of the second part thereto, such deposit of the shares above specified being made for the purposes and upon the terms and conditions expressed in said deposit agreement. Dividends. In and by the said deposit agreement, it is provided that when and as any regular quarterly dividend shall be declared by the company on its stock, the amount thereof payable on the stock deposited under said agreement, shall be paid to the holders of the committee's certificates of deposit who shall be of record on its books at the close of business on the date as of which the company determines its recorded stockholders entitled to receive such dividend; such payment to be made to such certificate holders ratably according to the number of deposited shares specified in such certificates respectively. Accepting reorganization plan. Reference is made to the aforesaid deposit agreement (of which a copy may be inspected at the office of the undersigned) for a complete statement of the purposes, terms and provisions thereof, and of the rights and benefits thereunder of the holder of this certificate. By accepting this certificate, the holder hereof accepts the said agreement and becomes bound by each and every of its provisions. Transfer. Title hereto is transferable with the same effect as in the case of a negotiable instrument, by delivery hereof by any person in possession of the same (howsoever such possession may have been acquired) if indorsed in blank, or by delivery hereof to a specified person if indorsed to such person, such indorsement to be made by execution of the assignment inscribed on the reverse hereof; and every taker and holder of this certificate, by accepting the same, agrees thereto with every subsequent taker and holder hereof, as well as with the undersigned. A holder having title as aforesaid to this certificate may have the same transferred on the books of the committee at the office of any of the depositaries above named upon surrender hereof properly indorsed. Registration. This certificate is not valid until the registration hereof shall have been attested by the below-named registrar. Indorsement. For value received, the undersigned hereby sells, assigns and transfers unto all the right, title and interest of the undersigned in and to the within certificate and all the rights and interests evidenced thereby, and hereby irrevocably constitutes and appoints, attorney, to transfer the same on the books. of the within-named committee with full power of substitution. |