is delivered, a numbered receipt for the initial payment made by me hereunder, and a special return receipt, bearing the same number as such receipt, which shall be properly filled in and personally mailed by me to the Doe Products Co., Inc., at its address stated above. Salesman: John Jones. Name: Henry Koe, Address: No. 111⁄2 Main Street, State: New York. Number 501A. Representative's Receipt. Peekskill, N. Y., January 5, 1923. Received from Henry Koe twenty-five hundred ($2,500) dollars, by check, as a payment on account of his subscription for fifty (50) shares of common stock of the Doe Products Co., Inc., at one hundred ($100) dollars per share (par value $100), in accordance with his subscription of even date and number. John Jones, Authorized representative of Doe Products Co., Inc. Special Return Slip. Detach and mail immediately to Doe Products Co., Inc., 11% Broadway, New York City. No. 501A. Doe Products Co., Inc., No. 111⁄2 Broadway, Gentlemen: Peekskill, N. Y., January 5, 1923. I have this day paid your Mr. John Jones the sum of twentyfive hundred ($2,500) dollars, by check, as part payment upon a subscription this day made by me. I have received the official receipt numbered as above, signed by your representative, and approved by me. Yours very truly, Name: Henry Koe, Address: No. 111⁄2 Main Street, Town: Peekskill, State: New York, No. 95. Agreement for sale, on installment plan, of large block of stock, which is to be deposited in escrow, pending final payment.31 THIS AGREEMENT, made January 5, 1923, between John Doe, residing at No. 111⁄2 Broadway, Borough of Manhattan, New York City (herein called the "Seller"), and Richard Roe, residing at No. 371⁄2 Broadway, Borough of Manhattan, New York City (herein called the "Buyer"), WITNESSETH: WHEREAS, the Koe Mining Co. is a corporation, duly organized under the laws of the State of Arizona, and has an authorized capital stock, consisting of seven hundred thousand (700,000) shares of the par value of one ($1) dollar each, all fully paid and non-assessable; and WHEREAS, the Seller is the owner of four hundred thousand (400,000) shares of the capital stock of said Koe Mining Co.: Now, THEREFORE, IT IS HEREBY MUTUALLY AGREED, as follows: 1. That the Seller agrees to sell to the Buyer, and the Buyer agrees to purchase from the Seller, four hundred thousand (400,000) shares of the capital stock of the Koe Mining Co., at the price of twenty (204), cents a share, to be paid for in cash and delivered, as follows: (a) Fifty thousand (50,000) shares thereof, on January 6, 1923. (b) Three hundred and fifty thousand (350,000) shares, on or before January 1, 1924; provided, however, that, prior to such time, the Buyer may pay for, and receive, the whole, or any part, or parts, of such shares, at any time, or times, that the Buyer shall elect. 2. That the Seller shall deposit the said three hundred and fifty thousand shares of stock with the Smith National Bank, at New York City, immediately upon payment being made by the Buyer for said fifty thousand (50,000) shares of stock on January 6, 1923, with instructions to said Smith National Bank to deliver the whole, or any part, or parts, of said three hundred and fifty thousand (350,000) shares of stock to the Buyer, but not later than January 1, 1924, upon payment by the Buyer to said Smith National Bank, for the account of the Seller, of the sum of twenty "Adapted from In re Heinze (1918), 224 N. Y. 1, 120 N. E. 63.1 : (204) cents for each share of said stock, which the said Buyer shall elect to receive. 3. That, if the Buyer shall fail to pay for all of said shares, on or before January 1, 1924, then, and in such event, any shares then remaining on deposit with the said Smith National Bank shall be returned by said Bank to the Seller; but the Buyer shall, nevertheless, continue to remain liable to the Seller for so much of the purchase price thereof as shall then remain unpaid. IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals, the day and year first above written. In the presence of John Doe (L.S.). No. 96. Agreement with stockholder to purchase his stock, conditioned upon corporation increasing its capital stock, whereunder stock and purchase price are deposited in escrow.32 THIS AGREEMENT, made January 5, 1923, between John Doe, residing at No. 111⁄2 Broadway, Borough of Manhattan, New York City (herein called the "Seller"), and Richard Roe, residing at No. 372 Broadway, Borough of Manhattan, New York City (herein called the "Buyer"), WITNESSETH: WHEREAS, the Doe Company is a corporation, duly organized under the laws of the State of New York, and has an authorized capital stock, consisting of two hundred and fifty (250) shares of common stock, each of the par value of one hundred ($100) dollars, all full-paid and non-assessable; and WHEREAS, the Doe Company is about to increase the amount of its capital stock to three hundred and fifty (350) shares of common stock, each of the par value of one hundred ($100) dollars, all full-paid and non-assessable; and WHEREAS, the Seller is the owner of two hundred (200) shares of the capital stock of the Doe Company; and WHEREAS, the Buyer desires to purchase from the Seller one hundred (100) shares of the capital stock of the Doe Company, which now is owned by him, provided the Doe Company shall increase its capital stock as aforementioned: "Adapted from Lovell v. Jacobs (1896), 150 N. Y. 84, 44 N. E. 792, NOW, THEREFORE, IT IS HEREBY MUTUALLY AGREED, AS FOLLOWS: 1. That the Seller shall sell, and the Buyer shall purchase from the Seller, one hundred (100) shares of the capital stock of the Doe Company, which now is owned by the Seller, for the sum of ten thousand ($10,000) dollars. 2. That, simultaneously with the execution of this agreement, the Seller shall deliver to the Koe Trust Company of New York City a certificate for one hundred (100) shares of the capital stock of the Doe Company, endorsed in blank, and the Buyer shall deposit with the Koe Trust Company of New York City the sum of ten thousand ($10,000) dollars, which certificate and sum shall be held in escrow by the said Koe Trust Company, until the happening of one of the contingencies set forth in article "3" hereof. 3. (a) That time is of the essence of this contract; and if the Doe Company shall, in due form of law, on or before March 5, 1923, cause the amount of its present capital stock to be increased to three hundred and fifty (350) shares of common stock, each of the par value of one hundred ($100) dollars, all full-paid and nonassessable, the said Koe Trust Company of New York City shall deliver to the Buyer the said certificate of stock, so deposited with it in escrow, and shall pay to the Seller the sum of ten thousand ($10,000) dollars, so deposited with it in escrow. (b) But, if the said proposed increase of the capital stock of the Doe Company shall not be effectuated, in due form of law, on or before March 5, 1923, or, if the issuance of any such increase of capital stock shall be enjoined, or prevented, by any proceeding, whether in law or in equity, then, and in such event, this contract shall become null and void, and the aforesaid certificate of stock, so deposited in escrow with the Koe Trust Company, shall be returned to the Seller, and the Koe Trust Company shall pay to the Buyer the said sum of ten thousand ($10,000) dollars, so deposited in escrow with it; and, thereupon, neither party hereto shall have any claim, or claims, cause, or causes of action, hereunder against the other. IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals, the day and year first above written. In the presence of John Jones. John Doe (L.S.). No. 97. Agreement by stockholder to sell entire capital stock of corporation, whereunder seller releases corporation of indebtedness in return for assignment of accounts, and cov enants to hold it harmless from debts and not to compete with it.33 THIS AGREEMENT, made January 5, 1923, between John Doe. of Larchmont, New York (herein called the "Seller"), and Richard Roe, residing at No. 111⁄2 Broadway, Borough of Manhattan, New York City (herein called the "Buyer"), and Roe Co., Inc., a corporation, duly organized under the laws of the State of New York, and having an office at No. 371⁄2 Broadway, Borough of Manhattan, New York City (herein called the "Corporation"), WIT NESSETH: WHEREAS, the Corporation is duly organized under the laws of the State of New York, and has an authorized and issued capital stock, consisting of five hundred (500) shares, each of the par value of one hundred ($100) dollars, all full-paid and nonassessable; and WHEREAS, the Seller is the owner of the entire capital stock of the Corporation; and WHEREAS, the Buyer is desirous of purchasing from the Seller the entire capital stock of the Corporation; and WHEREAS, the Corporation is indebted to the Seller in the sum of ten thousand ($10,000) dollars; Now, THEREFORE, IT IS HEREBY MUTUALLY AGREED, as follows: 1. That the Seller hereby sells to the Buyer, and the Buyer hereby purchases from the Seller, five hundred (500) shares of the capital stock of the Corporation, of the par value of one hundred ($100) dollars each, together with all dividends, incomes, and issues therefrom, and all rights of pre-emption, for the sum of seventy-five thousand ($75,000) dollars. 2. (a) That the Seller shall indorse in blank the certificate, or certificates, representing said shares of capital stock, and shall deliver the same to the Buyer, simultaneously with the execution of this agreement, and the Buyer shall, upon receipt thereof, pay Adapted from Comerma Co. v. Comerma (1919), 225 N. Y. 676, 122 N. E. 878. |