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vided, such publication shall be the only notice required to be given under any provision of this Plan and Agreement.

37. An original of this Agreement signed by the Reorganization Managers and the Reorganization Committee with the Plan annexed thereto shall be lodged with the..

and with....

at its office at.... at its office at... ..and with the respective Depositaries under the Deposit Agreements. The Plan and this Agreement shall bind and benefit the Reorganization Committee, and the Reorganization Managers and the Depositors hereunder, and their and each of their survivors, heirs, executors, administrators, successors and assigns.

38. The term "Receiver" as used herein shall be deemed to include any past, present or successor receiver of the Old Company appointed by the District Court of the United States for the Northern District of Illinois.

39. The terms "deposited securities," "securities deposited under the Plan," "deposited stock" and "stock deposited under the Plan" shall be deemed to include securities or stock, as the case may be, held by the Depositaries or any agent of the Reorganization Managers, or by any Depositary for any committee under any deposit agreement herein named (which committee shall have adopted and approved this Plan and Agreement).

IN WITNESS WHEREOF, the Reorganization Managers and the Reorganization Committee have respectively affixed their signatures hereto as of the day and year first above written and the Depositors have become parties hereto in the manner above stated.

Contract for Formation of Corporation-Exclusive Services to be Rendered By One of The Parties-Transfer of Stock.

Watson v. Gugino, 204 N. Y. 535, 98 N. E. 18.

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after called the "Present Owner" and..

called the "Investor":

.herein

.hereinafter

WHEREAS, the said parties have agreed to organize a corporation pursuant to the laws of the State of.......

to con

duct the business of........heretofore conducted by the Present Owner,

Now, THEREFORE, IN CONSIDERATION of the mutual covenants herein contained, the parties agree as follows:

1. The Present Owner agrees to transfer to said corporation to be formed all of his interest and property now owned by him in the copartnership of..... ..and in addition the sum of $.. .in cash.

2. The Investor agrees to set over and transfer unto said corporation to be formed all the property this day sold to him by.... .heretofore the partner of the Present Owner in said business, said property being all the interest of said Investor in the copartnership business of and also to pay to said corporation and invest therein the sum of $.

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3. The Present Owner hereby covenants that the title in all the property used in the copartnership business of.....

is free and clear of any encumbrance and that the machinery used in the plant of... is in perfect running

order and in good repair.

4. Upon the organization of the corporation...

shares of the stock thereof shall and will be issued to the Present Owner and he is to be President and Manager thereof; .shares of stock of said corporation shall and will be issued to the Investor, and he is to be vice-president of said corporation;. ..shares of stock shall and will be issued who shall be the secretary and treasurer of said corporation, and the remaining shares of stock shall be issued to....

to.....

5. The Present Owner agrees to devote his whole time and attention to the corporation's business, and is to receive a weekly salary of $. The Investor is to receive a weekly salary of $. . . . and is to have entire charge of the office management of the business. All checks of the corporation shall be signed by the treasurer and countersigned by the President.

6. The Investor hereby gives to the Present Owner an option of........shares of stock of said corporation, and the said investor agrees to sell to the Present Owner........shares of

stock at $........per share at any time within.. months. Upon demand and in the event of such transfer of stock, an inventory is to be had and the proportion of dividends apportioned as of the date of transfer before said transfer.

7. If by reason of illness or any other cause, the Present Owner is unable to give his entire time to the business of the corporation, then the Present Owner agrees to provide a person as fully as competent as he is to perform such duties, said person to be acceptable to the Investor.

Trust Agreement-Stock in Corporation-Provision for Continuation by Successor Trustee of Separate Partnership of Trustee

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WHEREAS, the said Trustee and the Trustee's Partner are

copartners doing business at No..

State of....

style of....

the "Partnership," and

City of....

under the firm name and

hereinafter referred to as

WHEREAS, the Stockholders are all the stockholders of the Company hereinafter referred to as the "Company," and hold stock in the said Company as follows:...

and

WHEREAS, the Trustee desires to hold his interest in the said Company in trust for the said Stockholders and for their successors in interest as stockholders in the Company in the manner more particularly set forth in this agreement; and WHEREAS, the Trustee's Partner is willing to consent to such arrangement;

NOW, THEREFORE, in consideration of the premises and of the mutual promises herein contained, Ir Is AGREED by and between the parties hereto:

1. Upon the signing hereof, the Stockholders, with the

exception of....

.shall respectively pay over to the

Trustee the sums set opposite their names:.. receipt of which sums is hereby acknowledged by the Trustee. 2. (a) The Trustee hereby declares that from the date hereof he holds and will hold his interest in the said Company IN TRUST for the said Stockholders, in proportion to their said stockholdings, hereinbefore set forth, in the Company, so long as they shall maintain such proportionate stockholdings; and thereafter, for the person or persons who may for the time being be stockholders of the Company, in proportion to their respective stockholdings, SUBJECT, HOWEVER, to the conditions and limitations hereinafter set forth.

(b) The Stockholders hereby severally agree that in the event that the Trustee shall suffer any loss by virtue of his membership in the Company, or if he shall in his uncontrolled discretion deem it necessary or advisable to invest any further money or other capital in the said Company (including any payment to the personal representatives of the Trustee's Partner under paragraph 5 hereof), they shall and will each, upon demand, pay to him respectively such proportion of the loss so suffered by him, or the additional money or other capital so invested by him, as their respective beneficial interests in this trust shall bear to the total beneficial interests in the trust. The said Stockholders further severally agree that should any one or more of the said Stockholders acquire a larger proportionate stockholding in the Company than he now holds, his obligations under this subdivision shall be increased in proportion to such increase in his proportionate stockholding. The Stockholders further severally agree, each for himself, that they will not alien any of their shares of stock in the Company without obtaining from the alienee of the stock a legally enforcible agreement in writing to be bound by the provisions of this contract; and any heir, executor, administrator or assign of any party of the second part may voluntarily give such agreement. The provisions of this subdivision shall be binding upon the heirs, executors, administrators and assigns of the Stockholders.

(c) The duration of this trust shall be for the lives of the Trustee and of the Trustee's Partner, and the life of the survivor

of them, or until such date as this trust may be sooner terminated in accordance with the provisions hereof. This trust may at any time be revoked or terminated by the execution of an instrument revoking and terminating the said trust by the Trustee and by a majority in interest of such of the Stockholders as shall still retain their stock in the Company and such other holders of stock in the Company as shall have given the agreement required by subdivision (b) of this paragraph. At any time after the death of the Trustee the said trust may be revoked and terminated by the execution of such an instrument by a majority in interest of such of the Stockholders as shall still retain their stock in the Company and such other holders of stock in the Company as shall have given the agreement required by subdivision (b) of this paragraph.

(d) Should the Trustee die, resign or become otherwise incapacitated during the life of this trust, a new trustee shall thereupon be appointed by such of the Stockholders as shall still retain their stock in the Company and such other holders of stock in the Company as shall have given the agreement required by subdivision (b) of this paragraph. Any appointment in writing duly executed and acknowledged by a majority in interest of the parties qualified to make such appointment shall be valid hereunder. Should any substituted trustee so appointed fail to qualify, or having qualified, die, resign, or become otherwise incapacitated during the life of this trust, another substituted trustee may in the same manner be appointed in his place; and such substituted trustees may continue to be appointed in the same manner during the life of this trust as often as may be necessary to fill vacancies in the office of trustee. No bond or other security shall be required of the Trustee or of any substituted trustee appointed hereunder.

(e) Any income received by the Trustee or by any substituted trustee hereunder by virtue of his membership in the Company shall be received subject to this trust. The said Trustee or substituted trustee shall distribute to each of the Stockholders, and to each of such alienees or successors in interest of the Stockholders as shall have given the agreement provided for in subdivision (b) of this paragraph, such proportionate share of the income so received as the stockholding of

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