hereof, is a full and true copy of the First Party's balance sheet as of December 31, 1922. 7. That the First Party represents to the Second Party that the annexed statement, marked "Exhibit C," and made a part hereof, contains a complete list of the dividends, which the First Party has heretofore duly, properly and regularly paid to its stockholders, with the dates of the respective payments thereof. 8. That the First Party shall, whenever requested by the Second Party, (a) furnish to the Second Party, in writing, information, concerning the condition of its business affairs and financial condition, and (b) execute, or cause to be executed, such documents, and other instruments, as may be necessary to permit its said shares of common stock to be sold, or offered for sale, under the provisions of the Blue Sky Laws, so-called, of any state, or states, of the United States, that the Second Party may designate. 9. That, if the Second Party shall not take up stock in an amount, which will net the First Party the sum of twenty-five thousand ($25,000) dollars, within thirty-five (35) days from the date hereof, and a further amount, or amounts, of stock, which shall net the First Party the additional sum of twenty-five thousand ($25,000) dollars, within each period of thirty (30) days thereafter, then, and in any such event, the First Party shall have the right to cancel and terminate this contract, by giving to the Second Party ten (10) days' written notice of its intention to exercise such right of cancellation; but it is expressly understood and agreed that such right of cancellation shall be the sole and exclusive remedy, which may be exercised by the First Party, upon, or by reason of, the failure of the Second Party either to take up the amount, or amounts, of stock hereinbefore provided for, or the entire amount of stock provided for under its option herein; provided, however, anything to the contrary herein notwithstanding, that it is expressly understood and agreed that, in addition to the delivery of stock provided for in paragraph "4" hereof, the First Party, after exercising its right of cancellation, shall continue to supply the Second Party, with its shares of stock, at the price hereinbefore specified, for a period of ten (10) days after notice of cancellation shall have been received by the Second Party, to enable such Second Party to deliver shares of the First Party's common stock, upon any contract, or contracts, theretofore made by the Second Party, for the sale of shares of common stock of the First Party. 10. That this agreement shall begin on the date hereof, and shall continue for a period of ten (10) months thereafter, unless the Second Party, prior thereto, shall have disposed of such six hundred thousand (600,000) shares of common stock of the First Party. IN WITNESS WHEREOF, the First Party has signed this instrument, by its President, thereunto duly authorized, and has caused its corporate seal to be hereunto affixed, attested by its Secretary, and the Second Party has hereunto affixed his hand and seal, the day and year first above written. [Annex Schedules of Properties, Balance Sheet & Dividend List.] No. 328. Agreement of corporation to purchase from promoters businesses and properties of various partnerships and corporations, which promoters propose to acquire.3 THIS AGREEMENT, made January 5, 1923, by the Doe Steel Corporation, a corporation, duly organized under the laws of the State of New Jersey, and having an office at No. 111⁄2 Broadway, Borough of Manhattan, New York City (herein called the "Steel Corporation"), party of the first part, and Richard Roe and Henry Koe, residing at No. 372 Broadway, Borough of Manhattan, New York City, as joint-tenants, and not as tenants in common (herein called the "Consolidation Purchasers"), parties of the second part, WITNESSETH: WHEREAS, the Steel Corporation is organized for the purpose, among other things, of engaging in the business of manufacturing, Adapted from U. S. v. U. S. Steel Corp. (1919), 251 U. S. 417, 40 Sup. Ct. Rep. 293, 64 Law ed. 343. buying, selling, or dealing in, all tubular, and other, products, of iron, steel and other metals, fittings, tools, supplies, machinery, apparatus, and projectiles, and all other materials of war; and WHEREAS, the Steel Corporation has issued its capital stock, paid for at par in cash, to the amount of five thousand ($5,000) dollars, equally divided into seven (7%) per cent cumulative preferred stock and common stock, having the relative preferences and the status set forth in its articles of incorporation, to which reference is hereby made as a part hereof; and WHEREAS, the Steel Corporation contemplates an increase of its said preferred stock to an authorized amount of forty million ($40, 000,000) dollars, and of its said common stock to an authorized amount of thirty-five million ($35,000,000) dollars; and WHEREAS, the Steel Corporation desires to acquire the properties and businesses, and the capital stocks of several corporations, owning properties and businesses, of the character covered by the purposes set forth in its articles of incorporation, concerning which, and the value of which properties and businesses, it has instituted inquiry; and WHEREAS, the Consolidation Purchasers, having a similar purpose, already have opened, and now are conducting, negotiations for the acquisition by them of various properties necessary to the purposes of the Steel Corporation; and WHEREAS, the Steel Corporation has propositions to purchase properties and businesses of the aforesaid character from the Consolidation Purchasers, upon the terms hereinafter stated, and, also, to secure a cash working capital, necessary for the conduct of its business: NOW, THEREFORE, IT IS HEREBY MUTUALLY AGREED, as follows: ARTICLE 1. The Steel Corporation, for itself, its successors and assigns, covenants and agrees to purchase, and to take, from the Consolidation Purchasers, their heirs, executors, survivors and assigns, at any time, within the period of four (4) months from the date hereof, the real property, plants, machinery, merchandise and good-will of the following named corporations, or partnerships, or shares of the capital stock of, or other interests in, such corporations, or firms, viz.: (a) Doe Tube Works Company, (b) Roe Tube Works, Inc., (c) Koe Tube Corporation, (d) Doe Steel Mills, Inc., (e) Koe & Doe Steel Company, (f) Roe & Doe Milling Company, all for the greed price, or consideration, of seventy million ($70, 000,000) dollars, payable, as follows: One-half thereof in its said seven per cent cumulative preferred stock, at par, and one-half thereof in its said common stock, at par. ARTICLE II. (a) In the event that the Consolidation Purchasers shall be unable to convey and deliver to the Steel Corporation, within the period aforesaid, any one, or more, of the properties, capital stocks, or interests, as aforesaid, the said agreed price or consideration, which is specified in "Article I" hereof, shall be, and hereby is, abated and reduced in such amount as may be mutually agreed upon between the parties hereto as the fair and reasonable value of any such property, capital stocks, or interests, not so conveyed and delivered; and if, in such event, the said parties hereto shall be unable promptly to agree as to the amount in which such agreed price or consideration shall be so abated and reduced, then, and in every such event, such amount shall be ascertained, fixed and determined by arbitration, viz.: Each party hereto shall select one arbitrator, and the two so chosen shall select a third, and the three so chosen shall ascertain, fix and determine the same, and the determination of such arbitrators, made with, or without, hearing, or notice, shall be absolute and conclusive upon the parties hereto as to the fair and reasonable value of any such property, stocks, or interests, not so conveyed and delivered hereunder, within the period aforesaid; and the price, or consideration, as above stated, or as so abated and reduced, in accordance with the agreement of the parties hereto, or the determination of the arbitrators, shall thereupon be payable in the manner aforesaid. (b) But, nevertheless, if, and when, the Consolidation Purchasers shall offer to convey, or cause to be conveyed, to the Steel Corporation, at any time, within two (2) years thereafter, all, or any, of the properties, capital stocks, or other interests, which they may fail to deliver within the said first mentioned period, the Steel Corporation agrees to purchase, take and pay for the same in the same manner as originally provided, at a price equal to the amount so abated. ARTICLE III. The properties, capital stocks, or other interests, which are referred to in "Article I" and "Article II' hereof, shall be considered and valued not as separate and individual properties independently of their relation to each other, nor, necessarily, at their cost, as separate properties, to the Consolidation Purchasers, but, so far as delivered hereunder, such properties shall be considered and valued as an entirety and as constituting together one single going concern, it being mutually recognized and agreed that, through a common ownership, the value thereof to the Steel Corporation will be greatly enhanced, by reason of the increased earning power, the diminished expenses of operation, the saving in cost of manufacture, sale, delivery, and management, and otherwise. ARTICLE IV. All payments and deliveries hereunder shall be made at the office of the Steel Corporation, at No. 112 Broadway, Borough of Manhattan, New York City, and all titles, conveyances and questions of a legal nature, which may be involved in the consummation of this contract, shall be subject to the approval of counsel to be designated by the Steel Corporation. ARTICLE V. The parties hereto shall make, execute and deliver all such conveyances, and other instruments, and will do such acts and things as may be reasonably required, the one from the other, to fully carry out the purposes of this agreement. IN WITNESS WHEREOF, the Steel Corporation has signed this instrument by its President, thereunto duly authorized, and has caused its corporate seal to be affixed, attested by its Secretary; and the parties of the second part have hereunto set their hands and seals, the day and year first above written. (Seal) Attest: John Jones, Doe Steel Corporation, By John Doe, President. Richard Roe (L.S.). |