Every railroad company organized under the general incorporation laws of this state shall have power and is hereby authorized to mortgage or execute deeds of trust, in whole or in part, of the real and personal property and franchises, including its lands or other property granted to said company by the United States, or any state or territory, to secure money borrowed by them for the construction and equipment of their roads, and may also issue their corporate bonds in sums not less than one thousand dollars ($1,000.00); to make all of said mortgages or deeds of trust payable to bearer or otherwise, negotiable by delivery, bearing interest at rates not to exceed ten percent (10%) per annum, convertible into stock or not, at the option of the holder, and may sell the same at such rates and prices as they may deem proper, and if said bonds shall be sold below their nominal or par value, they shall be valid and binding upon the company, and no plea of usury shall be put in or allowed by said company in any suit or proceeding upon the same. The principal and interest of said bonds or either of them may be made payable within or without this state, at such place as may be determined upon by said company.

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37-9-102. Consolidation; mode of effecting.

Whenever a line of railroad or any railroad company in this state, or any portion of said line, has been constructed so as to connect with any two (2) or more of such roads, said companies are hereby authorized to consolidate themselves into a single corporation in the manner following: the trustees of the said two (2) or more corporations may enter into an agreement under the corporate seal of each, for the consolidation of said two (2) or more corporations, prescribing the terms or conditions thereof; the mode of carrying the same into effect; the name of the new corporation; the number of the trustees thereof, which shall not be less than seven (7); the time and place of holding the first election of trustees; the number of shares of stock in the new corporation; the amount of each share; the manner of converting the shares of capital stock in each of said two (2) or more corporations, into shares in such new corporation; the manner of compensating stockholders in each of said two (2) or more corporations who refuse to convert their stock into the stock of such new corporation, with such other details as they shall deem necessary to perfect such consolidation of said corporations; and such new corporation shall possess all the powers, rights and franchises conferred upon such said two (2) or more corporations, and shall be subject to all the restrictions, and perform all the duties imposed by the provisions of the corporation laws of this state; provided, that all stockholders in either of such corporations who shall refuse to convert their stock into the stock of such new corporation, shall be paid an appraised value of said stock at the date of such consolidation.

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37-9-103. Consolidation; when consummated.

Upon making the agreement mentioned in the preceding section, in the manner required therein, and filing a duplicate or counterpart thereof in the office of the secretary of state, the said two (2) or more corporations (mentioned or referred to in the last two (2) or more preceding sections, or any other law of the state) shall be merged in the new corporation provided for in such agreement, to be known by the corporate name therein mentioned; and the details of such agreement shall be carried into effect as provided therein.

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37-9-104. Consolidation; effects; rights of creditors.

Upon the election of the first board of trustees of the corporation created by the agreement pursuant to W.S. 37-9-102, and by the provisions of W.S. 37-9-101 through 37-9-105, all and singular the rights and franchises of each and all of the two (2) or more corporations, parties to such agreement, and all and singular the rights and interest in and to every species of property, real, personal and mixed, and things in action shall be deemed to be transferred to and vested in the new corporation, without any other deed or transfer, and the new corporation shall hold and enjoy the same, together with right-of-way and all other rights of property in the same manner and to the same extent as if the two (2) or more corporations, parties to the agreement, should have continued to retain the title and transact the business of the corporations. And the title and the real estate acquired by either of the two (2) or more corporations shall not be deemed to revert or be impaired by means of anything in W.S. 37-9-101 through 37-9-105; provided, that all rights of creditors and all liens upon the property of either of the corporations shall be and hereby are preserved unimpaired; and the respective corporations shall continue to exist as far as may be necessary to enforce the same; provided, further, that all debts, liabilities and duties of either company shall henceforth attach to the new corporation, and be enforced to the same extent and in the same manner as if the debts, liabilities and duties had been originally incurred by it.

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