2015.039

Anonymous

Gift

Museum Collections. Anonymous gift.

1960 - 1960

Date(s) Created: 1960 Date(s): 1960

Good

Notes: Main text on front: No. 111693 50/100 of One Share Erie-Lackawanna Railroad Company INCORPORATED UNDER THE LAWS OF THE STATE OP NEW YORK SCRIP CERTIFICATE REPRESENTING FRACTIONAL INTEREST IN ONE SHARE of COMMON STOCK NOT EXCHANGEABLE FOR COMMON STOCK AFTER OCTOBER 17, 1962. VOID FOR ALL PURPOSES AFTER OCTOBER 17, 1966. THIS IS TO CERTIFY that the bearer, upon surrender of this scrip certificate to the Transfer Agent of Erie-Lackawanna Railroad Company, at the office of the Company at 140 Cedar Street, in the Borough of Manhattan, City of New York, State of New York, will be entitled, (1) if this scrip certificate and other similar certificates, together representing one or more full shares of Common Stock of Erie-Lackawanna Railroad Company, are surrendered as aforesaid on or before October 17, 1962, to receive in exchange therefor a certificate or certificates of said Common Stock, in such name or names as requested, for the aggregate number of full shares represented by the scrip certificates so surrendered, together with the amount of any dividends which would have been payable to holders of record of such full shares between the date hereof and the date of such exchange if such full shares had been outstanding, and to receive a similar scrip certificate representing the fractional share, if any, of said Common Stock, equal to the difference between the aggregate amount of fractional shares represented by scrip certificates so surrendered and the full shares of such stock represented by stock certificates so delivered on such exchange, or, (2) if this scrip certificate is surrendered as aforesaid after October 17, 1962, but before the close of business on October 17, 1966, to receive a pro rata share of the fund to be provided for such purpose under and in pursuance of paragraph 5(g) of Article Fifth of the Joint Agreement of Merger dated as of June 24, 1959, between Erie Railroad Company and The Delaware, Lackawanna and Western Railroad Company, the provisions of which are printed as a part of this scrip certificate on the reverse side hereof. This scrip certificate does not confer upon the holder any right to vote or to receive dividends, or any right whatsoever as a stockholder of Erie-Lackawanna Railroad Company. The rights of the holder of this scrip certificate are solely as set forth in the provisions of said Joint Agreement of Merger printed on the reverse side hereof, pursuant to which this scrip certificate is issued. This certificate becomes void for all purposes at the close of business on October 17, 1966. All rights and privileges in and under this scrip certificate shall be vested solely in the bearer hereof and shall pass by delivery hereof and the Company and its Agent shall be entitled to treat the bearer hereof as the owner hereof for all purposes, and they shall be unaffected by any notice to the contrary. The issue and delivery by the Company to the bearer hereof of one or more stock certificates pursuant to the terms hereof shall constitute a full and complete discharge of all liability of the Company and/or its Agent under this certificate, and by receiving and accepting this certificate each successive bearer hereof consents to and shall be bound by all the terms herein contained. This scrip certificate is not valid unless countersigned by the Transfer Agent of Erie-Lackawanna Railroad Company. IN WITNESS WHEREOF, Erie-Lackawanna Railroad Company has caused this certificate to be signed by the facsimile signature of its duly authorized officer. Dated October 17, 1960 [end front] Back: Paragraph 5(g) of Article Fifth of the Joint Agreement of Merger Dated as of June 24, 1959, between Erie Railroad Company and The Delaware, Lackawanna and Western Railroad Company Pertaining to Fractional Rights to Common Stock of Erie-Lackawanna Railroad Company. Fractional rights to Common Stock of Erie- Lackawanna Railroad Company, resulting from the change of Erie Common Stock pursuant to Article Fourth and to clause (a) of this paragraph 5 of Article Fifth, shall be provided for in the following manner: For a period of two years next following the Merger Date, scrip certificates in bearer form shall be issued for such fractional rights. At any time within such two-year period, Erie-Lackawanna Railroad Company, upon surrender to it of such scrip certificates in amounts representing in the aggregate one or more full shares of stock, shall issue a certificate or certificates for such number of full shares of stock, together with a new scrip certificate for any remaining fractional right, and pay over the amount of any dividends upon such full shares payable to stockholders of record on or after the Merger Date. The right to exchange scrip certificates for certificates representing full shares, as aforesaid, shall expire at the end of such two- year period. Scrip certificates shall not entitle the holder thereof to any of the rights, powers, or privileges of a stockholder of Erie-Lackawanna Railroad Company, and the holder thereof shall have only such rights and privileges as are expressly provided for herein. The Board of Directors of Erie-Lackawanna Railroad Company is authorized to make and enforce any and all reasonable regulations, not inconsistent herewith, governing the issue and manner of exchange of scrip certificates hereunder, as it in its discretion may deem advisable, including the appointment of an agent or agents for the purpose of exchanging stock certificates for scrip certificates and for the purpose of paying to bearers of scrip certificates the cash proceeds of the sales of stock as hereinafter provided. As soon as may be practicable after the expiration of two years next following the Merger Date, Erie-Lackawanna Railroad Company shall cause to be sold for cash, at public or private sale, at the then prevailing market prices, the aggregate number of shares of Common stock deliverable upon the surrender of all scrip certificates outstanding at the end of such two-year period. To the sum of money realized from the sale of all such shares, there shall be added the amount of all dividends which would have been paid on said shares if such shares had been issued on the Merger Date and had remained outstanding up to the date of such sale, and the aggregate sum of money applicable to all such shares shall be held by Erie-Lackawanna Railroad Company or an agent to be appointed by it, as a fund for the benefit of holders of scrip certificates for such shares. Thereafter, and until the expiration of six years next following the Merger Date, each holder if a scrip certificate for such shares of stock, upon surrender of the scrip certificate, shall be entitled to receive his pro rata share of the fund applicable to such stock, without interest, and he shall have no other or further rights in respect of said scrip certificate. After the expiration of the six-year period hereinabove set forth, all such scrip certificates shall be void for all purposes, and any undistributed portion of the aforesaid fund shall become the absolute property of Erie-Lackawanna Railroad Company free of all claims of holders of scrip certificates. [end back] Status: OK Status By: dw Status Date: 2015-06-17