§ 140. Consolidation or merger of corporations owning or leasing\ncontinuous lines; abandonment of parallel lines; merger of subsidiary\ncorporations. 1. Any railroad or other corporation, organized under the\nlaws of this state, or of this state and any other state or states, and\nowning or operating a railroad, bridge or tunnel, either wholly within\nor partly within and partly without the state, or whose lines or routes\nof road have been located but not constructed, may consolidate its\ncapital stock, franchises and property with the capital stock,\nfranchises and property of any other railroad, tunnel or bridge\ncorporation or corporations organized under the laws of this state or of\nthis state and any other state or states, or under the laws of any other\nstate or states, or may merge or be merged into any such other\ncorporation in accordance with the procedure and with the effect set\nforth in article nine of the business corporation law, whenever the two\nor more railroads of the companies or corporations so to be\nconsolidated, or merged, their tunnels, bridges or branches or any part\nthereof, or the lines or routes of their road, if not constructed, shall\nor may form a continuous or connected line of railroad with each other\nor by means of any intervening railroad bridge, tunnel or ferry, or by\nmeans of a right under an agreement, lease or otherwise to operate cars\nover any intervening railroad subject to the jurisdiction of the\ncommissioner of transportation, and any such consolidated or surviving\ncorporation may thereupon construct or finish the construction of such\ncontinuous line of railroad, if not previously constructed, and operate\nthe same, subject to all provisions of law applicable to such railroad\ncorporation; provided, however, that nothing in this section shall be\ndeemed to authorize any such corporation organized under the laws of\nthis state or of this state and any other state or states to be merged\ninto any other corporation that is not organized under the laws of this\nstate or of this state and some other state or states, unless the\ncorporation into which it is proposed to merge any such corporation is\nin possession of and holds under lease all of the railroad and\nfranchises of the corporation to be merged and operates the same as part\nof the railroad or system of the corporation into which it is proposed\nto merge any such corporation. Where the road to be operated is in whole\nor in part a tunnel or sub-surface road, authorized by section\ntwenty-eight of this chapter, its consolidation with or merger into\nanother road or roads under the provisions of this section shall not\nprevent any connecting railroad from having equal rights of transit for\nits passengers and freight through or over the tunnel or bridge of any\nsuch road, upon the same equitable terms, nor shall such consolidation\nor merger be made where such tunnel or sub-surface road exceeds five\nmiles in length.\n 2. Any railroad corporation, which by consolidation or merger under\nany provision of law, now owns, or shall hereafter own, parallel or\nsubstantially parallel lines of railroad between any two points or\nstations, shall have the right, upon obtaining the consent of the\ncommissioner of transportation, to abandon such portion of its railroad\nand its franchise to own, maintain and operate the same on either of the\nsaid parallel lines, as shall, in the opinion of the said commissioner\nof transportation, be no longer necessary to furnish proper and adequate\nservice to the public in the transportation of passengers and freight\nwithin the jurisdiction of the commissioner of transportation. Such\napplication for abandonment shall not be made until after it shall have\nbeen authorized by resolution of the board of directors of the\ncorporation under its seal, and such resolution shall have been\nsubmitted to the stockholders thereof at a meeting called and conducted\nin the manner required by law. If the
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