the respective former corporations may be deemed to continue § 108 in existence, in order to preserve the same; and all debts, liabilities and duties of either of said 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.

P. L. 1883, p. 242; P. L. 1888, p. 441; P. L. 1893, p. 121.

108. Dissenting stockholder may petition court for appointment of appraisers.-If any of the corporations so authorized to merge or consolidate shall have the right to exercise any franchise, for public use, and any stockholder thereof not voting in favor of such agreement shall dissent therefrom and shall refuse. or neglect to convert his stock into the stock of such consolidated corporation, or to dispose thereof in the manner and on the terms specified in such agreement, such dissenting stockholder or such consolidated corporation may, at any time within thirty days after the adoption and filing of the agreement of consolidation, apply by petition to the circuit court of the county in which the chief office of the corporation whose stockholders shall so dissent or neglect, was or is located, on reasonable notice to be prescribed by said court to said consolidated corporation, or to such dissenting stockholder, as the case may be, for the appointment of three disinterested appraisers to appraise the full market value of his stock, without regard to any depreciation or appreciation thereof in consequence of the said merger or consolidation, and whose award (or that of a majority of them) when confirmed by the said court, shall be final and conclusive on all parties, and said consolidated corporation shall pay to such stockholder the value of his stock as aforesaid; and on receiving such payment, or on a tender thereof, or in case of any legal disability or absence from the state, on the payment of such award into said court, 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; and in case the said award is not so paid within thirty days from the filing of said award and confirmation by said court, and notice thereof to be given in the manner aforesaid unto said stockholder of said consolidated corporation, the amount of the award shall be a judgment

§ 109-10 against said corporation, and may be collected as other judgments in said court are by law collectible.

P. L., 1883, p. 242; P. L. 1888, p. 441; P. L. 1893, p. 121.

109. Consolidated corporation authorized to issue bonds and mortgage property. When two or more corporations are merged or 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 merger or consolidation; to secure the payment of which bonds or obligations it shall be lawful to mortgage its corporate franchises, rights, privileges and property, real, personal and mixed; provided, such bonds shall not bear a greater rate of interest than six per centum per annum; the consolidated corporation may purchase, acquire, hold and dispose of the stocks of other corporations of this state or elsewhere, and exercise in respect thereto all the powers of stockholders thereof, and may issue capital stock, either common or preferred, or both, to such an amount as may be necessary, to the stockholders of such merging or consolidating corporations in exchange or payment for their original shares, in the manner and on the terms specified in the agreement of merger or consolidation; which may fix the amount and provide for the issue of preferred stock based on the property or stock of the merging or consolidating corporations conveyed to the consolidated corporation, as well as upon money capital paid in.

P. L. 1883, p. 242; P. L. 1888, p. 441; P. L. 1893, p. 121.

XII.-Taxation.

110. Real and personal property; how taxed. All real and personal property of every corporation shall be taxed the same as the real and personal property of an individual; provided, that this action shall not apply to railway, turnpike, insurance, canal or banking corporations, or to savings banks,* or to cemeteries, church property, or purely charitable or educational associations.

Act of 1875, 105; P. L. 1878, p. 61; P. L. 1879, p. 348; P. L. 1886, p. 345. *Or to trust companies (P. L. 1899, p. 467).

To face p. 112, Dill on New Jersey Corporations, 3d cloth and 4th paper edition. Act of 1902.

CORPORATIONS ENTITLED TO SAME TAX EXEMPTIONS AS NATURAL PERSONS.

All mortgages which, under the laws of this state are exempt from taxation when owned by natural persons, shall be and are hereby declared to be, to the same extent, exempt from taxation when owned by corporations of this state, and the value thereof shall be deducted from the value of the capital stock and property of such corporations in ascertaining the net amount of capital stock and property thereof subject to taxation; provided, however, that nothing in this act shall be construed as in any wise affecting or reducing any franchise tax. (Chap. 159, Laws of 1902, approved April 3, 1902, and taking effect immediately.)

The purpose of this act is to place corporations on the same basis as individuals with respect to the taxation of mortgages held by them. The act has special application to banks and trust companies. The exemption from taxation of mortgages in the hands of natural persons, referred to in the act, is that given where the mortgagor does not apply for a deduction on account of such mortgage indebtedness (Gen. Stat., p. 3319, § 198). In certain counties and cities of the state the mortgagor may bind himself in the mortgage not to apply for such deduction. (Gen. Stat., p. 2109, § 37.)

See Sec. 110, p. 112.