New Jersey § 48:12-15

§ 48:12-15.

Every railroad company may, by action taken at any meeting of its board of directors,

sell or exchange all or substantially all of its property and assets, including its

franchises, to any railroad company of this or any other State which sale shall confer

all the powers, rights and privileges heretofore or hereafter conferred by the laws

of this State upon railroad companies to construct, maintain and operate railroads

within this State upon such terms and conditions and for such considerations, which

may be in whole or in part shares of stock or other securities, or both, of any other

corporation or corporations, as its board of directors shall deem expedient and for

the best interest of the company, when and as authorized by the affirmative vote of

two-thirds in interest of the holders of each class of stock having voting powers

on such proposal given at a stockholders' meeting duly called for that purpose, or

when authorized by the written consent of two-thirds in interest of the holders of

each class of stock having voting powers on such proposal; provided, that no such

sale or exchange shall be valid unless approved by the Board of Public Utility Commissioners. Notice of such meeting or of such consent shall be given to all stockholders of

record whether or not they shall be entitled to vote on such proposal. If any stockholder shall at such meeting, or within twenty days after such meeting,

or the receipt of notice of such consent, object to such sale or exchange and demand

payment for his shares, such objecting stockholder or the company may, within sixty

days after such meeting or the receipt of such notice of consent, apply for an appraisal

of such stock as provided by section 14:12-6 of the Title Corporations, General, all

of the provisions of which section shall in all respects be applicable.