IN WITNESS whereof the said company hath caused its common seal to be hereunto affixed, the day of The coupon will be similar to that, supra, p. 424. This debenture cannot operate as a promissory note. See supra, p. 390. If coupons in the form given, supra, p. 427, are to be used, it must be slightly modified. FORM V. DEBENTURE to BEARER ASSIGNABLE FREE FROM EQUITIES. or on such earlier day as this debenture ought to be redeemed in accordance with the conditions hereinafter mentioned, pay to the bearer of this debenture at, &c., the sum of 207.; [and also, by way of bonus, the further sum of 21.]. And the said company will also pay to the bearer of every interest coupon [supra, p. 425 (d)]. And it is hereby declared that this debenture is issued upon and subject to the conditions indorsed hereon. IN WITNESS, &c. [supra, Form IV.]. Coupon same as at p. 424. [Conditions to be indorsed.] The conditions within referred to. 1. This debenture is one of a series of 1000 debentures of 201. each, numbered 1 to 1000 inclusive, and issued or about to be issued by the within-named company. Forms. Forms. 2. One hundred of the said debentures will be redeemed by the said company on the 1st day of November, 1877, and on each succeeding 1st day of May and 1st day of November until the whole of the said debentures have been redeemed or paid off. The days fixed for redemption are usually the same as those fixed for payment of interest. 3. The particular debentures to be redeemed on each occasion will be determined by half-yearly drawings, which the said company will cause to be made at its registered office for the time being. 4. Such drawings will be made in the presence of a notary public of London not less than twenty-one or more than sixty days before the respective half-yearly days on which the debentures are to be redeemed. 5. Public notice of the day and time fixed for each drawing will be given by the company at least ten days previously, by advertisement in a London daily newspaper, and the bearer of this debenture will be entitled to attend at any such drawing. 6. Forthwith after each drawing, notice will be given by advertisement in a London daily newspaper of the numbers of the debentures drawn for redemption. 7. The numbers of the debentures from time to time drawn will be recorded in a book to be kept for that purpose by the directors of the said company, and to be open for the inspection of the bearer of this debenture. 8. If the bearer of this debenture shall so require, the notary public present at any such drawing as aforesaid shall make a statutory declaration as to the result thereof. This clause is not often used. 9. As from the day fixed for the redemption of this debenture it shall cease to carry interest. 10. Annexed [supra, p. 430, mutatis mutandis]. 11. The bearer [supra, p. 430]. 12. The receipt [supra, p. 428]. A debenture framed as above, cannot be a promissory note. See supra, p. 390. It should be stamped as a debenture; see supra, p. 421. Sometimes it is deemed desirable to divide an issue of debentures into several classes of different amounts. Where this is the case, the form of debenture may be similar to this. The Company, Limited, will, on the day of or on such earlier day as this debenture ought to be redeemed in accordance with the conditions hereinafter referred to, pay to the bearer of this debenture at, &c., the sum of 1007., and will pay interest thereon in the meantime according to the coupons annexed hereto. This debenture is issued upon and subject to the conditions indorsed hereon. IN WITNESS, &c. [supra, p. 431]. For coupon, see supra, p. 427. If desired, this debenture can be assimilated to Form V., so that the common form of coupon may be used. The conditions will be as follows. The conditions within referred to: 1. This debenture is one of an issue of 100,000l. in debentures by the within-named company. The said debentures are divided into three, series, called respectively, Series A., Series B. and Series C. Series A., to which this debenture belongs, consists of 500 debentures for 1007. a-piece; Series B. consists of 600 debentures for 50l. a-piece; and Series C. consists of 1000 debentures for 207. a-piece. 2. A proportionate number of the debentures of each series will be drawn for at each of the periodical drawings hereinafter provided for. 3. The sum of 10,000l. will be applied by the company in the redemption of debentures of the said issue on the 1st day of November, 1877, and on each succeeding 1st day of November until the whole of the said debentures shall have been redeemed or paid of. 4. The particular debentures to be redeemed on each occa F F Forms. Forms. sion will be determined by annual drawings which the company will cause to be made at its registered office for the time being. 5. Such drawings will be made in the presence of a notary public of London not less than twenty-one, or more than sixty days before the 1st day of November in each year. 6. Public notice [supra, p. 432]. 7. Forthwith after [supra, p. 432]. 8. The numbers [supra, p. 432]. 9. As from [supra, p. 432, mutatis mutandis]. 10. Annexed [supra, p. 432]. 11. The bearer [supra, p. 430]. 12. The receipt of the bearer of this debenture for the principal monies thereby secured shall be a good discharge to the company which shall not be bound to inquire into his title or to take notice of any trust affecting such monies, or be affected by express notice of the right, title, or claim to such monies or debenture of any other person. Such a debenture as above cannot be held to be a promissory note. See supra, p. 390. It should be stamped as a debenture. Supra, p. 422. If it is desired in any case to make the redemption of debentures, contingent on the profits of the company, the following clauses can be introduced into the conditions, which will require to be slightly modified. 1. The said company will, on the 1st day of November, 1877, and on every succeeding 1st day of November, until the whole of the said debenture shall have been redeemed or paid off, apply a sum equal to one moiety of the net profits of the said company, for the year ending on the 30th day of June, immediately preceding such 1st day of November, in the redemption at par of so many of the said debentures as such sum shall be sufficient to redeem. 2. Nevertheless, if, in any such year, the net profits shall be less than 7., there shall not be any drawing or redemption in respect of such year. 3. The certificate in writing of the auditor or auditors for the time being of the company shall, as against the bearer hereof, be conclusive evidence as to the amount of the net profits of the company in any year or of there being none. [Such a clause as this is convenient, in order to prevent disputes.] pany,) in consideration of the sum of 7. paid to it by A. B., of, will on, &c. [Supra, p. 424.] And the said company [supra, p. 424]. And for the considerations aforesaid the company doth hereby charge with such payments its undertaking and all its property both present and future. And it is hereby declared that this debenture is issued upon and subject to the following conditions : 1. This debenture is one of a series of debentures issued or about to be issued by the company for securing an aggregate principal sum of ―l., with interest at the rate of cent. per annum. per 2. The debentures of the said series shall rank pari passu as a first charge upon the said property and without any preference or priority one over another. If the debentures are to constitute a second charge, the above condition will be modified accordingly, e.g., it will provide that: "The debentures of the said series shall rank pari passu without preference or priority, one over another, as a second charge, upon the said property; namely, next after such of the mortgage debentures issued by the com pany in the year as shall, for the time being, be outstanding." Sometimes there is a mortgage affecting part of the property charged, in which case the following proviso may be added to Condition 2: "Provided always that so far as regards the hereditaments comprised in an indenture, dated, &c., and made, &c. (being a mortgage for securing 5,000l. and interest), the said debentures shall be subject to such mortgage." 3. Notwithstanding the charge hereby created, the company shall be at liberty, in the course of its business and for the purpose of continuing and carrying on the same, to use, employ, sell, lease, exchange, or otherwise deal with all or any part of the said property until default shall be made in payment of any principal monies or interest hereby secured for the period of three calendar months after the same respectively shall have become due according to the tenor of this debenture, or until the company shall by reason of its inability to meet its engagements suspend payment, or until a resolution shall be passed by the directors of the company that in their opinion. the company cannot any longer continue business, or until an order of some Court of competent jurisdiction shall have been made, or a special or extraordinary resolution of the company shall have been duly passed for the winding up of the company. Forms. |