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ings, shall be filed in the office of the bank commissioner and a like copy of such minutes, agreement and approval shall be filed with the secretary of each of the trust companies to said agreement, and a like copy of such minutes, agreement and approval together with an affidavit of the secretary of one of the consolidating trust companies, showing the filing of such copies with the bank commissioner, as herein provided, and also the filing of such copies with the secretary of each of the trust companies to such consolidating agreement, as herein provided, shall be filed for record and recorded in the office of the recorder of deeds in each county wherein is located the place of business of each trust company which is a party to such agreement. The city of St. Louis shall be considered as a county so far as the filing for record in the office of recorder of deeds of such copies is concerned. Upon the filing for record in the office of the recorder of deeds of a copy of such agreement with the approval of the bank commissioner, and the proceedings above prescribed, the agreement for the consolidation of the trust companies, which are parties thereto, shall take effect according to its terms, and the consolidation shall thereupon be complete, provided the legal fees for the incorporation of such consolidated trust companies shall have been paid to the state bank commissioner, the same as if a new corporation were organized for the same amount of capital authorized for such consolidated company. (Laws 1919, p. 163.)

Sec. 11856. Receiving company shall issue new certificates for old, when. The receiving company under the merger, or the consolidated company may require the return of the original certificate or certificates held by each stockholder in either of the merging companies or in either of the consolidating companies, unless any such certificate or certificates have been lost or destroyed, and shall cancel said original certificates and issue in lieu thereof new certificate or certificates for such number of its own shares as such stockholders may be entitled to receive under the agreement providing for the merger or for the consolidation and according to the terms and conditions contained in the agreement for such merger or such consolidation; provided that if any such original certificate or certificates shall have been lost or destroyed, then, before issuance of new certificate or certificates in lieu thereof, such loss or destruction shall be proved by affidavit or otherwise to the satisfaction of the board of directors of such receiving or consolidated company, and indemnity satisfactory to such board shall be given. (Laws 1919, p. 163.)

Sec. 11857. Dissenting stockholder may receive reasonable value of his stock. Limitation, petition, hearing, appointment of appraisers, etc.-If any merger or consolidation takes effect un

der the provisions of this chapter, then any stockholder of any company which is a party to such agreement not voting in favor of such agreement to merge or consolidate at the stockholders' meeting aforesaid shall be entitled to receive from the receiving company, in case of a merger, or from the consolidated company in case of a consolidation, the reasonable value of his stock at the time of such merger or consolidation, which value shall be determined in the following manner: Within sixty days after the taking effect of such merger or consolidation, such dissenting stockholder may apply to the circuit court of the county wherein the principal place of business of the receiving company, in case of a merger, or the consolidated company, in case of a consolidation, is located, by petition for the appointment of appraisers to value his stock. At any time during the above named sixty days any other dissenting stockholder or stockholders, in any company which is a party to such agreement, may file his or their petition in the court wherein such proceeding is pending, for the determination of the value of their respective shares of stock affected by such merger or consolidation. Any stockholder who does not become a party to such proceeding within the time herein prescribed, shall be conclusively presumed to have assented to such merger or consolidation and shall be bound thereby as fully and as firmly as if he had voted therefor. Within five days after the expiration of said period of sixty days, the court or judge in vacation, wherein such proceeding is pending, shall issue an order in which he shall fix the time and place of the hearing under the petition or petitions then pending, which shall not be more than twenty days after the issuance of said order. The court or judge shall cause to be served upon each party, or his attorney of record, at least ten days before the hearing, a copy of the order fixing the time and place of hearing. The hearing shall be before the court or judge thereof in vacation, and at such hearing the court or judge shall cause all petitions filed in the cause to be consolidated, and if the court or judge in vacation, shall find that each of the parties to such proceeding has been notified of the time and place of hearing at least ten days before such hearing, then the court or judge in vacation shall appoint three disinterested householders, of the county in which the proceeding is pending, not related to either of the parties to the proceeding, as appraisers to ascertain and determine the value of the shares of stock of such dissenting stockholders, and upon such appointment the court or judge in vacation shall fix the time and place of the first meeting of such appraisers; each of the appraisers shall qualify by taking and subscribing an oath that he will faithfully and impartially discharge the duties imposed upon him and will render a true appraisement of the value of the stock of the

dissenting stockholders in such proceeding. Should any appraiser fail to qualify or serve, the court or judge shall, by an order duly entered, fill such vacancy. (Laws 1919, p. 164.)

Sec. 11858. Finding and report of appraisers-compensation-notice to be given by clerk of court. The appraisers so appointed and qualified shall meet at the time and place so designated by the court or judge, and shall proceed to ascertain and determine the reasonable cash value of the shares of stock of the respective dissenting stockholders at the time of such merger or consolidation. For such purpose each of the appraisers shall have the right to administer oath and the appraisers may hear testimony offered by any party to such proceeding. At the conclusion of such hearing the appraisers shall forthwith determine the value of the shares of stock of each of the dissenting stockholders to such proceeding. The concurrence of at least two of the appraisers shall be necessary to constitute a finding by the appraisers. The report of the appraisers shall be in writing, signed and acknowledged by at least two of them, and filed with the clerk of the court in which the proceeding is pending, together with their qualifying affidavits. The court may fix the compensation to be awarded appraisers, which compensation shall be taxed as costs in the case. The clerk of such court shall, upon the filing of such award or finding by the appraisers, notify each of the parties or their attorneys of record, of the filing of such report. (Laws 1919, p. 165.)

Sec. 11859. Exceptions to appraisal, review, new appraisal, final judgment-stock to be surrendered. Within twenty days after the filing of such appraisal, exceptions in writing may be filed thereto by any party interested, and upon such exceptions being so filed the court shall review the appraisal and may order, on good cause shown, a new appraisal by other appraisers or the court may hear evidence touching matters in controversy and take an accounting to ascertain and determine the value of such shares and may make such order in the premises as justice, equity and right may require. If no exceptions be so filed to the report of the appraisers, then the court shall thereupon enter final judg ment approving such report. If any of the orders herein provided for, are made in vacation, then such vacation orders shall be considered and confirmed by the court. In its judgment the court shall ascertain and determine the value of the shares of stock of the merging trust company or trust companies or of the consolidating trust companies, at the time to such merger or consolidation. When the receiving trust company under such merger or the consolidated trust company under such consolidation, shall have paid the value of such stock as determined by

the court, then such stock shall be surrendered and such stockholder shall cease to have any interest in such stock or in the corporate property of such company and such stock may be held and disposed of by such company for its own benefit.

p. 165.)

(Laws 1919,

Sec. 11860. Cost of proceeding, how taxed. The cost in the proceedings to determine the value of stock, as above provided for, up to and including the filing of the report of the appraisers, shall be paid by the receiving or consolidated trust company and the court shall make and enter such orders and judgments, as to subsequent costs as to the court may seem just and proper in the premises. (Laws 1919, p. 166.)

Sec. 11861. Corporate existence of old merged into new company-title to property, etc.-The corporate existence of the merging company or companies shall be merged into that of the receiving trust company, or in the event of consolidation, the corporate existence of the consolidating companies shall be merged into that of the consolidated trust company; and all and singular the rights, privileges and franchises, and the rights, title and interest in and to all property of whatsoever kind, whether real, personal or mixed, and things in action, and every right, privilege, interest or asset of conceivable value or benefit then existing to which either of such companies so merging or consolidating shall be entitled at law or in equity, shall be fully and finally and without any right of reversion, transferred to and vested in the receiving trust company in case of merger, or in the consolidated trust company, in case of a consolidation, without further act or deed, and such receiving company or such consolidated company shall have and hold the same in its own corporate right as fully as the same was possessed and held by either of the merging or consolidating corporations from which such rights were, by operation of the provisions of this article, transferred. (Laws 1919, p. 166.)

Sec. 11862. New company succeeds to fiduciary relations of old, etc. The receiving corporation under merger of the new corporation under consolidation, shall become, without further act or deed, the successor of the merging or of the consolidating corporation, in any and all fiduciary capacities in which such merging or consolidating corporation may be acting at the time of such merger or consolidation, and shall be liable to all beneficiaries as fully as if such receiving or consolidating corporations had continued their separate corporate existence. All and singular the rights and privileges and the right, title and interest in and to all property of whatsoever kind, whether real, personal or mixed, and things in action, and every right, privilege, interest

or asset of conceivable value or benefit then existing to which either of such companies so merging or consolidating shall be entitled at law or in equity, in any fiduciary capacity shall fully and finally, and without any right of reversion, be transferred to and vested in the receiving or consolidated corporation, without further act or deed; and such receiving or consolidated corporation shall have and hold the same as fully and in the same fiduciary capacity and for the same purposes, and with the same powers, duties, responsibilities and discretion, as the same were possessed and held by the merging or consolidating corporation from which they were, by operation of the provisions of this article, transferred. (Laws 1919, p. 166.)

Sec. 11863. New company liable for obligations of old.— The rights, obligations and relations of either of the merged companies or of the consolidating companies, in respect to any person, creditor, depositor, trustee or beneficiary of any trust shall remain unimpaired, and the receiving corporation or the consolidated corporation shall, when the merger or consolidation becomes effective, as in this chapter provided, succeed to all such relations, obligations, trusts, powers and liabilities and shall execute and perform all duties in relation thereto in the same manner as though it had itself assumed or been clothed with such relation, trust or power, or had itself incurred the obligation or liability; and the liabilities and obligations to creditors of either of the merged companies, or of either of the consolidating companies shall not be impaired by such merger or consolidation; nor shall any obligation or liability of any stockholder in any corporation which is a party to such merger or consolidation be affected by any such merger or consolidation, but such obligations and liabilities shall continue as fully and to the same extent as existed before such merger or consolidation. (Laws 1919, p. 167.)

Sec. 11864. Pending actions to be prosecuted-substitution. A pending action or other judicial proceeding to which any corporation that shall have been so merged or so consolidated, as a party, shall not be deemed to have abated or to have discontinued by reason of the merger or consolidation, but may be prosecuted to final judgment, order or decree in the same manner as if the merger or consolidation had not been made; or the receiving corporation or the consolidated corporation may be substituted as a party to such action or proceeding, and any judgment, order or decree may be rendered for or against it that might have been rendered for or against such other corporation if the merger or consolidation had not occurred. (Laws 1919, p. 167.)

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