Ohio Revised Code Search

...A consolidation or merger of railroad companies shall be effected by each railroad company adopting an agreement of merger or consolidation pursuant to section 1701.78, 1701.79, 1701.80, or 1701.801 of the Revised Code and making the filings required by section 1701.81 of the Revised Code.

...A stockholder who dissents in a consolidation or merger of railroad companies pursuant to section 4967.04 of the Revised Code is entitled to relief as a dissenting shareholder under section 1701.85 of the Revised Code.

...Upon the consummation of any consolidation or merger, all the rights, privileges, and franchises of each of the companies, parties to the agreement of consolidation or merger, and all its property, debts due on account of subscriptions for stock, and other things in action, are to be deemed transferred to and vested in, or remain vested in, such new or surviving company without further act or deed. All property, righ...

...A consolidated railroad company created by or existing under the laws of this state, or of this state and any other state, may take, hold, pledge, or otherwise dispose of, under such terms and agreements as the board of directors of such company prescribes, the stock and bonds of any other company acquired upon any consolidation or merger or received by virtue of any purchase, lease, or operating contract. Such compa...

...When a consolidated railroad company described in section 4967.13 of the Revised Code is in possession of or operating in connection with or extension of its own railroad, any other railroad in this state or any other state, under purchase, conveyance, lease, contract, or agreement, such company may take a surrender or transfer of the whole or a part of the capital stock of the company conveying, leasing, or owning s...

...When the whole of the capital stock referred to in section 4967.14 of the Revised Code is surrendered or transferred, and a certificate thereof filed in the office of the secretary of state, under the common seal of the consolidated railroad company to which such surrender or transfer was made, the estate, property, rights, privileges, and franchises of the company whose stock was so surrendered or transferred vests ...

...Sections 4967.14 and 4967.15 of the Revised Code do not relieve a consolidated railroad company from paying the fee provided by section 111.16 of the Revised Code in case a corporation files a certificate for an increase of its capital stock. The rights of a stockholder not surrendering or transferring his stock are not affected, nor are existing liabilities or the rights of creditors of the company whose stock has b...

...ailroad, but may change it at pleasure. Public notice of such establishment or change shall be given by publication in a newspaper of general circulation in the state, and by filing a written notice thereof with the secretary of state. This section and other laws respecting the residence of directors of corporations, the keeping of a principal or general office, and the records of corporations, do not apply to consol...

...That part of the railroad of a consolidated or surviving railroad company located in this state, and all its real and personal property in this state, shall be listed for taxation and taxed in the same manner as the railroad and property of other railroad companies in this state. To ascertain the proportion of the rolling machinery subject to taxation here, the officer listing it shall ascertain the value of all the ...

...Suits may be brought and maintained against the new company formed by a consolidation of railroad companies, or against the surviving company in the case of a merger, in the courts of this state for all causes of action, in the same manner as against other companies.

...In any suit brought to charge a consolidated or surviving railroad company with a liability of any company party to the consolidation or merger, it is not necessary to produce or prove: (A) The charters of such companies; (B) The laws of the several states under and by virtue of which such consolidation or merger was effected; (C) The original articles of consolidation or merger.

...When two or more railroad companies are owners in common of the whole or a part of a railroad located within this state, and by reason of inequality in the amount of business done on such railroad by each company require a different degree and extent of improvement and development, such companies may enter into any arrangement they agree upon for enlarging, improving, developing, or increasing the facilities of such ...

...ommon, either company may file with the public utilities commission a statement, under its seal, of the character and estimated cost of any addition or change in the nature of the roadbed, right of way, main tracks or sidetracks, bridges, culverts, buildings, structures, fixtures, or appurtenances, or any part thereof, of such railroad or part thereof, desired by such company, and of its inability to agree with the o...

...ch party in default, and may be sold at public sale as in other cases upon execution. A railroad company having authority to own or operate a railroad in this state, may purchase such interest at such sale, and enjoy and exercise in respect thereto, all the rights, privileges, and franchises which were exercised or enjoyed by the company owning it up to the time of sale. The compulsory power of enforcing additions or...

...Sections 4967.21 to 4967.23, inclusive, of the Revised Code, do not imply or confer a right or power of compulsory partition of the joint property against the will of either of the joint owners, but it may be sold upon execution as provided in such sections.

...If, pursuant to the agreement or to the proceedings provided for in sections 4967.21 to 4967.24, inclusive, of the Revised Code, either railroad company sells or conveys, or suffers to be sold or conveyed, its interest in the railroad or part thereof so owned in common, such company may acquire by purchase or condemnation such land as it needs to construct, maintain, and operate a railroad along and adjacent to such ...

...Sections 4967.21 to 4967.25, inclusive, of the Revised Code, apply in case one or more railroad companies or owners in common has leased its interest in the portion of railroad owned in common, and the lessee of such interest may unite with the lessor in the agreement provided for in section 4967.21 of the Revised Code, or with such lessor and owner, be compelled to make or pay for the addition and improvements conte...

...A company, owning in whole or in part a roadbed and right of way for a railroad within this state, including those acquired by purchase at judicial sale, which, from lack of means or other cause, is unable to complete the construction of the proposed railroad theron, may sell, assign, and transfer it, or a part thereof, to any other company incorporated under the laws of this state, with authority to construct and op...

...Before a transfer as provided by section 4969.01 of the Revised Code may be made, the president of the company shall call a meeting of its stockholders, at some convenient point on, or at a terminus of, the railroad, of which meeting he shall cause at least thirty days' notice to be published in a newspaper published in or in general circulation in each county in which such roadbed and right of way are situated. By a...

...No transfer shall be made under section 4969.01 of the Revised Code against the dissent of any stockholder, expressly declared and filed in writing at the meeting provided by section 4969.02 of the Revised Code, without the guaranty of the grantee company that it will issue to him, certificated of its capital stock, equal in amount to his pro rata interest as a stockholder of the grantor, in the amount for which the ...

...The title to the property transferred, with the right to use, occupy, and enjoy it for all purposes proper in the construction, maintenance, and operation of a railroad thereon, shall pass to and vest in the grantee company, by the execution of the deed referred to by section 4969.01 of the Revised Code, to the same extent as the granting company might or could use, occupy, and enjoy it.

...No contract for the sale of railroad equipment, rolling stock, or other personal property to be used in or about the operation of a railroad, by the terms of which the purchase money, in whole or part, is to be paid in the future, and in which it is stipulated or conditioned that the title to the property sold shall not vest in the vendee, but shall remain in the vendor until the purchase money has been fully paid, i...

...Any written contract for the renting, leasing, or hiring of railroad equipment, rolling stock, or other personal property to be used in or about the operation of a railroad, may stipulate or provide for a conditional sale of the property at the termination of such renting, leasing, or hiring, and may stipulate or provide that the rental reserved as paid, or when paid in full, shall be applied and treated as purchase ...

...Sections 4969.05 and 4969.06 of the Revised Code apply, not only to contracts made with a railroad company as vendee or lessee, but also apply to all contracts which may be made with any interurban railroad or street railway company, or other company, corporation, or person as vendee or lessee, by which any such interurban railroad or street railway company, or other corporation, company, or person undertakes to purc...

...When a railroad, the whole or part of which lies within this state, has been placed by order of a court in the hands of a receiver who has taken charge of and is operating it for the purpose of carrying passengers, freight, and doing such other things as ordinarily belong to the running and management of railroads, in his official capacity, such receiver may sue or be sued in the courts of this state without leave pr...