for........ shares of $100 each of the common stock of the Doe Railroad Company, a corporation of the States of New York and New Jersey, and, in the meantime, to receive payments equal to the dividends, if any, collected by the Voting Trustees hereinafter mentioned upon a like number of said shares of stock; and, until after the actual delivery of such certificates, the Voting Trustees shall, in respect of any and all such stock, possess and be entitled to exercise, except as otherwise expressly provided in the agreement hereinafter mentioned, all stockholders' rights of every kind, including the right to vote and to take part in, or consent to, any corporate or stockholders' action, it being expressly stipulated that no right to vote or to take part in or consent to any corporate or stockholders' action passes by or under this certificate or by or under any agreement, express or implied. This certificate is issued under and pursuant to, and the rights of the holders are subject to and limited by, the terms and conditions of a certain agreement dated the 5th day of January, 1923, between the holders of common stock of said Railroad Company and John Doe, Richard Roe and Henry Koe, and successors, as Voting Trustees, copies whereof are filed with Smith & Sons and with the said Railroad Company. No stock certificate shall be due, or deliverable, hereunder before the 4th day of January, 1928, but the Voting Trustees, in their discretion, may make earlier delivery, as provided in said agreement. This certificate is transferable only on the books of the Voting Trustees, by the registered holder thereof in person, or by attorney, according to the rules established for that purpose by the Voting Trustees, and on surrender hereof. Until so transferred, the Voting Trustees may treat the registered holder as owner hereof for all purposes whatsoever. This certificate is not valid, unless duly signed on behalf of the Voting Trustees by Smith & Sons, their agents, and also registered by the Doe Exchange National Bank as registrar. In witness whereof, the Voting Trustees have caused this certificate to be signed by Smith & Sons, their duly authorized agents hereunder, this .....day of..... John Doe, Henry Koe, Voting Trustees. By Smith & Sons, Agents. and the voting trust certificates to be so delivered upon deposit of preferred stock, if any, shall be in substantially the same form, except that "preferred" shall be substituted for "common" where appropriate therein. (b) Smith & Sons are hereby authorized by the Voting Trustees to sign, and, on registration, deliver voting trust certificates as agents of the Voting Trustees. (c) Said voting trust certificate shall be transferred as therein provided, and not otherwise, and transfer so made of any such certificate shall vest in the transferee all rights and interests of the transferor in and under such certificate, and, upon such transfer, the Voting Trustees will deliver, or cause to be delivered, a voting trust certificate, or certificates, to the transferee for the same number of shares and of the same class as the voting trust certificate so transferred. Until such transfer, the Voting Trustees may treat the registered holder of the voting trust certificate as owner thereof for all purposes whatsoever. 3. Shares of stock of the Railroad Company, certificates for which shall be deposited hereunder with the Voting Trustees, shall be vested in the Voting Trustees and shall be transferred to the name of the Voting Trustees upon the books of the Railroad Company, and until after the actual delivery of certificates for said stock to the holders of the voting trust certificates, in accordance with the provisions of this agreement, the Voting Trustees shall, in respect of all stock so held by them, possess and be entitled to exercise all stockholders' rights of every kind, including the right to vote and to take part in, or consent to, any corporate, or stockholders', action, and to receive dividends on said stock; and it is expressly understood and agreed that the holders of voting trust certificates shall not have any right, with respect to any such stock held by the Voting Trustees, to vote, or take part in, or consent to, any corporate, or stockholders', action of the Railroad Company. 4. The holder of each voting trust certificate shall be entitled, until distribution of stock in the Railroad Company as hereinafter provided for, to receive, from time to time, payments equal to the dividends, if any, collected by the Voting Trustees upon the like number of shares of common or preferred stock (as the case may be) of the Railroad Company as is specified in such voting trust certificate. 5. On January 4, 1928, or on such earlier date as the Voting Trustees shall, in their discretion, determine, the Voting Trustees shall distribute the stock of the Railroad Company held by them to the holders of the voting trust certificates as follows, that is to say, they shall, upon presentation and surrender, on or after said date of voting trust certificates, accompanied by properly executed transfers thereof to the Voting Trustees, deliver certificates of stock of the Railroad Company for the shares specified in the voting trust certificates so surrendered. 6. All questions arising among the Voting Trustees shall be determined by a decision of a majority of them. The Voting Trustees may, in all matters, act either at a meeting, or by writing with or without meeting, and the decision, or act, of a majority of the Voting Trustees shall, in all matters, including the exercise of the voting power, be deemed the decision, or act, of all the Voting Trustees. 7. (a) Any of the Voting Trustees may, at any time, resign, by delivering to the other Voting Trustees his resignation in writing; and, in every case of death, resignation, or vacancy, the vacancy so occurring shall be filled by the appointment of a successor by the remaining Voting Trustees, or Trustee, in writing; and such successor shall, from the time of such appointment, be deemed a Voting Trustee hereunder, and have all the estate, title, rights and powers of a Voting Trustee hereunder; and all acts and instruments shall be done and executed, which shall be necessary, or reasonably requested, for the purpose of effecting such succession, and of making the Voting Trustees, as they shall exist upon such appointment, the owners of record of the stock deposited as aforesaid with the Voting Trustees. (b) No Voting Trustee shall be liable for any error of judgment, or mistake of law, or other mistake, or for anything, save only his own wilful misconduct, or gross negligence. 8. (a) In voting upon said shares of stock, or doing any act with respect to the control, or management of the Railroad Company or its affairs, as holders of the stock deposited hereunder, the Voting Trustees shall exercise their best judgment in the interests of the Railroad Company, and to the end that its affairs shall be properly managed. (b) The Voting Trustees may vote on said stock in person or by such person or persons as they shall select as their proxy. 9. Any holder of any stock of the Railroad Company may, at any time, become a subscriber hereto with respect to any such stock, by subscribing this agreement and depositing the certificates of his stock, as aforesaid, accompanied by duly executed transfer as above provided, and shall thereupon, and thereafter, be deemed and be a subscriber hereunder. 10. This agreement may be executed in several parts of like form, each of which, when executed, shall be deemed to be an original; and such parts shall together constitute one and the same instrument. IN WITNESS WHEREOF, the several parties hereto have respec CHAPTER XXIII VENDOR AND VENDEE Section 1.-Agreements. No. 394-Agreement to exchange real estate. No. 395-Agreement to sell real estate. No. 396-Agreement to sell real estate, upon installment plan. No. 398-Agreement to sell block of real estate, conditioned upon vendor receiving deed from referee in foreclosure action. Section 2.-Miscellany. No. 399-Clause providing for effect of fire. No. 400-Clause providing that premises sold are to be vacant. No. 401-Covenant by vendee to pay for coal in premises to be purchased, and designating firm to appraise the quantity thereof. No. 402-Clause requiring vendor to convey title free from all except certain incumbrances. No. 403-Clause requiring vendor to pay taxes, etc., which become a lien, prior to delivery of deed. SECTION 1.-AGREEMENTS. No. 394. Agreement to exchange real estate.1 AGREEMENT, FOR THE EXCHANGE OF PROPERTY, made and dated January 5th, 1923, between John Doe & Co., Inc., a corporation, duly organized under the laws of the State of New York, and having its principal office at No. 11% Broadway, Borough of Manhattan, 1 Adapted from the form prepared and used by the Lawyers Title and Trust Company, New York City. |