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are hereby invested with, and authorized and empowered, after the said amalgamation, to exercise as well in filling up vacancies in their Board and the making of By-laws as in all other matters and things whatsoever, all and every the powers and authority which the Board of Directors of either or both of the said Companies hereby agreeing to amalgamate might or could, before such amalgamation, lawfully exercise; and that in all things touching or concerning the Election of Directors for the said amalgamated Companies not herein provided for, the provisions of the original charter of the said the Amherstburgh and St. Thomas Railway Company, and of the several Acts altering or amending the same, shall govern and be in force.

year.

7. And it is hereby further determined, declared and agreed, Who to be the that for and during the current year from the time this agree- Directors for ment is appointed to take effect until the second Tuesday in the current January, one thousand eight hundred and fifty-nine, the following gentlemen shall be Directors of the amalgamated Companies, that is to say: John Mercer, of Chatham, James G. Wilson, of Simcoe, George McBeth, of London, M. P. P., Paul J. Salter, of Windsor, John Ferris, of Colchester, John Smith, of Dereham, Thomas Rae, of Hamilton, Joseph Berthelot, of Anderton, Andrew Thompson, of Woodhouse, Joseph Mercer, of Sandwich, Alexander McCleneghan, of Woodstock, John H. Cornell, of South Norwich, and Charles Baby, of Windsor; and that after this agreement shall be appointed to take effect, the qualification of a Director in the said amalgamated Companies shall be Stock held in said Companies by each Director to the amount of two hundred and fifty pounds at the least, on which ten per cent. at the least shall have been paid up; and that a quorum for the transaction of business shall consist of such number of the Directors as shall be fixed by resolution or By-law of the Board of the amalgamated Companies, and until the number for a quorum shall be so fixed, the quorum shall be composed of a majority of the Directors.

8. And it is hereby further determined, declared and agreed, What By-laws that such of the By-laws of the said the Woodstock and Lake to be in force. Erie Railway and Harbour Company as are not inconsistent with the provisions of this agreement, nor with the spirit and object of it, shall be in force and apply to the said amalgamated Companies; any or all of the said By-laws, however, may be repealed or altered, and other and different ones made, from time to time, by the Directors of the said amalgamated Companies.

9. And it is hereby further determined, declared and agreed, The amalgathat, immediately on this agreement taking effect, and the mated Companies assume amalgamation herein contemplated or agreed upon being ac- the liabilities, complished, the said amalgamated Companies shall, and hereby &c., of each do, under and in the name of "The Great South-Western Company.

Railway

Each of the

western Rail

Railway Company," assume and undertake the performance, payment, and discharge of all the debts, contracts, engagements, and liabilities of both the said Companies hereby agreeing to amalgamate.

10. And it is hereby further determined, declared, and amalgamating agreed that, in consideration of the clauses, provisions, stipCompanies surrender and ulations, and agreements herein contained, the said Compaassign to the nies hereby amalgamating or agreeing to amalgamate, do, and Great South- each of them doth hereby grant, bargain, sell, surrender, assign, way Company transfer, and set over unto the said amalgamated Companies, their respect by and in the corporate name of "The Great South-Western ive property, Railway Company," and their successors, all and singular the rights, &c. houses, lands, tenements, hereditaments, premises, railways, harbours, docks, channels, creeks, wharves, piers, buildings, erections, works, ways, waters, franchises, easements, rights, privileges, powers, advantages, goods, chattels, stock, credits, contracts, property, assets and effects whatsoever, which they the Woodstock and Lake Erie Railway and Harbour Company and the Amherstburgh and St. Thomas Railway Company respectively or either of them have, hold, claim, challenge, demand, exercise, use, occupy, possess, or enjoy, or are or may be entitled to: To have and to hold the same to the said amalgamated Companies, by and in the said corporate name of The Great South-Western Railway Company," and their successors for ever, from and after the time herein appointed for this agreement to take effect; to be by them at all times thereafter, by and under the said corporate name, had, held, exercised, realized, dealt with, possessed, used, and enjoyed in as full and ample a manner as the said amalgamating Companies respectively, or either of them, could, might, or would be entitled to have, hold, exercise, realize, deal with, possess, use, or enjoy the same, or any part thereof, if the said amalgamation had not taken place or been concluded or agreed upon.

The road from

Woodstock to

Port Dover to be completed when main

11. And it is hereby further determined, declared, and agreed, that the said amalgamated Companies shall assume and pay to the Provincial Government the amount of sums loaned by the Towns of Woodstock and Simcoe and the Townline pays eight ships of North and South Norwich, Windham and Woodhouse, and shall have power to postpone the construction of the Railway from Woodstock to Port Dover or any portion thereof until the completion of the main line and until it shall earn sufficient to pay eight per cent. over all expences.

per cent.

The time fixed

ment to take

effect.

12. And it is hereby further determined, declared, and for this agree agreed that (subject to the condition hereinafter contained) this agreement shall take effect, and the said amalgamation and union be and become complete, effectual, and perfected at one o'clock in the forenoon of the eighteenth day of March, in the year of Our Lord one thousand eight hundred and fifty-eight.

13. And it is hereby further determined, declared and Offices and agreed, that the head quarters and work shops of the said amalga- work shops to mated company shall be permanently located at some point on be near Windthe Detroit River at or near Windsor, in the County of Essex, said work shops being for the manufactory of passenger and other cars and of all rolling stock for said Company.

sor.

In witness whereof, the said the Woodstock and Lake Erie Attestation. Railway and Harbour Company and the Amherstburgh and St. Thomas Railway Company, have caused their respective Corporate Seals to be affixed hereto, the day and year first above written.

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An Act to amend the Acts relating to the Cobourg and Peterborough Railway Company, and to grant further facilities to the said Company.

W

[Assented to 16th August, 1858.]

HEREAS the Cobourg and Peterborough Railway Com- Preamble. pany, and the Town Council of the Town of Cobourg, have by their petitions represented the greatly embarassed state of the said Company, and have prayed for power to the said Company to issue Preferential Bonds, and for such further and other relief as Parliament can grant; And whereas it is expedient to afford to the said Company the means of extricating itself from pressing difficulties, and for this purpose to alter the mode of election of the Directors of the Cobourg and Peterborough Railway Company, and to grant

further

Present Di

tire; and Provisional Directors named.

further powers and facilities to the Company in relation to their bonded debt, and to enable them to complete their Railway and works, and no opposition appearing to the provisions hereinafter following: Therefore, Her Majesty, by and with the advice and consent of the Legislative Council and Assembly of Canada, enacts as follows:

1. The present Board of Directors shall retire from office rectors to re- immediately on the passing of this Act, and the following holders of Bonds of the said Company, namely, the Honorable John Hillyard Cameron, John Beverley Robinson, Roswell G. Benedict, William George Draper, Charles W. Heath, Charles Pierson, and Joseph A. Woodruff, Esquires, shall be and are hereby declared to be the Directors of the said Company, and shall remain and continue such Directors until the annual election of Directors in the year one thousand eight hundred and sixty, from which period the Board of Directors How Directors shall consist of seven members, four to be chosen by the shall be cho- Bondholders of the said Company, in manner hereinafter mentioned; and there shall be no Directors from any Municipality, ex officio.

sen in future.

Outstanding bonds to be

called in, and new deben

instead.

2. It shall be the duty of the Directors to call in forthwith all the legally outstanding bonds of the said Company, and in lieu thereof to issue to the holders thereof in the manner and tures issued proportion hereinafter mentioned, other bonds to be issued under this Act, which said bonds shall be under the seal of the Company, signed by the President or other Presiding Officer, and countersigned by the Secretary, payable at twenty years from the date thereof in sterling or currency, and in such amounts, and at such places either within or without this Province, as the Directors shall think fit, and the said bonds shall bear interest at the rate of six per cent. per annum, payable half yearly: Provided always that the consent of three fourths of the Mortgage Bondholders of the Company shall be obtained thereto.

Proviso.

Company may borrow

in addition.

3. For the purpose of enabling the said Company to put their railroad in efficient working order, with all necessary plant £125,000 stg. and appliances therefor, the said Company may issue bonds not exceeding the amount of one hundred and twenty-five thousand pounds sterling, such bonds to be made in the manner in the second section mentioned.

Bonds may be

4. The Directors shall, in their discretion, have full power issued with- and authority to issue all of the said bonds without preference, out preference, but bear stamping or marking such bonds "Mortgage Bonds," and such ing mortgage. bonds shall be a first lien and charge on the said road, and all the property, real, and personal, of the said Company; Provided always that any mortgage made by or existing against the real or personal estate of the Company, shall have the same priority as if this Act had not been passed.

Proviso.

5. The Directors shall and may negotiate one half of the Application of said issue or of the said mortgage bonds, and the proceeds proceeds of thereof shall be applied as follows:

Firstly. To pay and reimburse Henry Covert any sum of money actually bona fide advanced or to be advanced by him for the permanent way across Rice Lake, and the expense of this Act;

Secondly. Any sums of money similarly advanced for the said permanent way by the late Directors, or others or any of them, and certified by Walter Shanly, Esquire, or F. W. Cumberland, Esquire ;

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Thirdly. Any sum of money required to finish the permanent road-way across Rice Lake, and for the purposes in the third section mentioned;

Fourthly. To pay any moneys due and unpaid for the right of way of the said road;

Fifthly. To pay pro rata any arrears of interest on the legally outstanding mortgage bonds, due before the passing of this

Act.

one half of the said bonds.

with holders

6. The Directors shall exchange the other half of the said Other half to issue of the said bonds, with the holders of the first mortgage be exchanged bonds of the said Company legally outstanding at the passing of first mortof this Act, in the proportion of sixty-two pounds ten shillings gage bond; sterling of new bonds for each one hundred pounds sterling of and in what the old bonds; and from the passing of this Act, until such proportion. old bonds shall be so exchanged, each old bond of one hundred pounds sterling shall stand as a charge against the said Company for the sum of sixty-two pounds ten shillings only.

7. The Directors shall and may issue to the holders of such Remainder in old bonds legally outstanding, but only on the exchange of second mortsuch old bonds, new bonds to the extent of thirty-seven pounds gage bonds, ten shillings sterling for each old bond of one hundred pounds sterling, which issue of bonds in this clause shall be stamped or marked "Second Mortgage Bonds," shall be made in the manner in the second section of this Act mentioned, and shall be a lien and charge on the said railroad, and all the property, real and personal, of the said Company, next after the said bonds hereinbefore mentioned.

stand as se

S. As soon as the said new issue of bonds in this Act first men- A certain tioned is made, the mortgage given by the said Company, to mortgage to William Proudfoot and Thomas G. Ridout, as Trustees to security for cure the payment of the issue of the old bonds, shall stand and new bonds. be also security for the mortgage bonds to be issued under this

Act.

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