Prec. IX. stitution of a new one. Form of debentures. Company to pay preliminary expenses in a certain event. Otherwise vendor to pay the preliminary expenses and the costs of issuing the prospectus, &c. Discharge of A. from liability.. manner following, that is to say, as to 5,000l., part thereof, in cash; and as to 50,000l., further part thereof, by the allotment to the said A., or his nominees, of 5,000 shares in the company, of 107. each, to be credited as fully paid up, and to be numbered in the books of the company with the numbers to inclusive, and as to 45,000l., the residue thereof, by the issue to the said A., of 900 debentures of the company for 501. apiece." 3. The said debentures shall be in the form set forth in the schedule hereto. day of 4. If before the next 2,000 of the company's shares shall have been applied for and allotted, and the sums of 21. and 37. per share, which by the articles of association of the company are made payable thereon upon application and allotment respectively, shall have been duly paid, the company shall pay the costs of, and incident to the preparation and execution of its memorandum and articles of association, and of the hereinbefore recited agreement, and of these presents, and of all stamps, fees on registration, and legal and other costs, charges, and expenses whatsoever incurred by the said A., in or about or in relation to the formation of the company (hereinafter referred to as the preliminary expenses), and shall indemnify the said A., his heirs, executors, and administrators, and his and their estates, against all actions, proceedings, costs, claims, and demands in respect thereof. 5. But if before the said · day of the company's shares shall not have been applied for and allotted, and such sums as aforesaid duly paid in respect thereof, then and in such case the said A. shall pay the preliminary expenses, and also the costs, charges, and expenses of preparing, printing, publishing, and circulating 20,000 copies of a prospectus of the company, and all legal and other costs, charges, and expenses incurred by the company in carrying on its business up to the said day of next, and shall indemnify the company against all actions, proceedings, costs, claims, and demands in respect thereof. 2,000 at least of 6. The said A. shall henceforth be discharged and freed from all liabilities and obligations whatsoever incurred by him under the said recited agreement in the same manner as if he had not been a party to that agreement. 7. If any [supra, p. 47]. IN WITNESS, &c. THE SCHEDULE ABOVE REFERRED TO. [Containing form of debentures.] Prec. IX. PRECEDENT X. AGREEMENT to ISSUE PAID-UP SHARES in SATISFACTION of Prec X. DEBT DUE by COMPANY. AN AGREEMENT, made the day of, between Parties. The A. M. B. Company, Limited (hereinafter called the A. company), of the one part, and The C. D. and E. Company, Limited (hereinafter called the C. company), of the other part. WHEREAS by an agreement, dated the day of and Recitals. made between the C. company, of the one part, and the A. company, of the other part (being the agreement No. 1 referred to in the introduction to the articles of association of the A. company), the A. company agreed to pay the C. company for the works and matters undertaken by the C. company in connection with making and constructing of a dock at the sum of 225,0007., whereof the sum of 75,0007. is payable by instalments in manner therein mentioned. WHEREAS an instalment of 10,000l., part of the said lastmentioned sum, will become payable to the C. company on the day of next: NOW IT IS HEREBY AGREED as follows: AND day of The A com 1. The A. company shall, on or before the next, allot to the C. company or its nominees 1000 shares of 107. each in the A. company, which shares shall be pany to allot 1000 shares; to be deemed deemed, for all purposes, to be fully paid up, and shall be fully paid up; numbered, in the books of the A. company, with the numbers to inclusive (a). (a) See supra, p. 11. As to the power of one corporation to become a member of another, see Ex parte Contract Corp., 3 Ch. 105; International Contract Company's Case, W. N. 1869, 24. Prec. X. and to be ac cepted by the C company instead of cash. 2. The C. company shall accept the said shares in full satisfaction and discharge of the said instalment of 10,000l., and of all claims and demands in respect thereof (b). IN WITNESS, &c. (b) As this instalment is not presently payable, this agreement requires to be filed under Section 25 of the Act of 1867. If the instalment were presently payable, the transaction would amount to a payment for the shares in cash, and in that case it would not be necessary to file the agreement, see supra, p. 12. But even then it would be expedient to file it for the benefit of transferees, who would thereby secure the preservation of evidence that the shares were in fact paid up in cash, see supra, p. 12. PRECEDENT XI. Prec. XI. AGREEMENT by DEBENTURE-HOLDERS to ACCEPT PAID-UP SHARES in SATISFACTION of PRINCIPAL MONIES and IN Parties. TEREST DUE on DEBENTURES. AN AGREEMENT made the day of between Recitals. Debenture holders to make certain the persons whose names and descriptions are severally set forth in the first column of the schedule hereto of the first part, and The B. Company, Limited (hereinafter called the company), of the second part. WHEREAS the said persons parties hereto of the first part are the holders of the several debentures of the company for 207. apiece, the distinguishing numbers whereof are set opposite the names of such persons respectively in the second column of the said schedule; AND WHEREAS there is due to such persons respectively for principal and interest up to the date hereof on their said debentures the several aggregate amounts set opposite the names of such persons respectively in the third column of the said schedule; AND WHEREAS by a special resolution of the company, passed and confirmed at general meetings thereof, held respectively on the day of, and the day of it was resolved that the capital of the company should be increased to 120,0007. by the creation of 20,000 new shares of 17. each, to be called preference shares, and to be entitled to the following rights and privileges, namely, &c. NOW IT IS AGREED as follows: 1. The said several persons parties hereto of the first part shall immediately after the execution hereof by them respec tively pay to the company, in cash, the sums of money set opposite to their respective names in the fourth column of the said schedule. 2. Upon such payments respectively being made the company shall allot and issue to, or to the respective nominees of, such persons the number of the said preference shares set opposite to the names of such persons respectively in the fifth column of the said schedule. 3. The said preference shares so to be allotted and issued shall respectively be numbered in the books of the company with the numbers in the sixth column of the said schedule specified opposite the names of such persons respectively, and each of the same preference shares shall be credited in the books of the company with the sum of 17. as having been paid up thereon. Prec. XI. cash payments to the company. Company to allot preference shares. of shares in 4. The said persons parties hereto of the first part shall Acceptance respectively accept the said shares so to be allotted and issued satisfaction as aforesaid in full discharge and satisfaction of the principal of debenture, monies and interest due to them respectively upon the said interest. debentures and of all claims and demands whatsoever upon the company in respect of such debentures. day of debt, and next, Company to 5. The company shall, before the cause this agreement to be duly filed with the Registrar of file agreement. Joint Stock Companies pursuant to section 25 of the Companies Act, 1867. AS WITNESS the hands of the said parties hereto of the first part, and of B., one of the directors of the company on its behalf (a). (a) See supra, pp. 16, 42. Prec. XI. (b) In the above case it is assumed that the debentures have not arrived at maturity, hence the agreement requires to be filed pursuant to Section 25 of the Act of 1867. See n. (b), supra, p. 60, and supra, p. 62, et seq. PRECEDENT XII. Prec. XII. AGREEMENT by DEBENTURE HOLDER to ACCEPT PAYMENT IN PREFERENCE SHARES. Company to allot paid-up shares. How shares to AN AGREEMENT between A., of, &c., on behalf of The Company, Limited (hereinafter called the company), of the one part, and B., of, &c. (hereinafter called the debentureholder), of the other part. WHEREAS the debenture-holder is entitled to the debentures of the company specified in the first column of the schedule hereto; AND WHEREAS there is now due to the debenture-holders for principal monies and interest upon the said debentures the sum specified in the second column of the said schedule; AND WHEREAS the capital of the company consists in part of 5000 first preference shares of 107. each, which shares are entitled to a preference, both as regards dividends and in the distribution of surplus assets. NOW IT IS HEREBY AGREED as follows:- 1. The company shall allot and issue to the debentureholder the number of the said first preference shares specified in the third column of the said schedule. 2. The shares so allotted shall be numbered with the numbe numbered. bers specified in the fourth column of the said schedule, and shall be deemed for all purposes to be fully paid up. Shares to be accepted in part payment of debt. Company to file agreement. 3. The debenture-holder shall accept the said shares in full payment and satisfaction of so much of the sum specified in the second column of the said schedule as is specified in the fifth column of the same schedule. 4. The company, &c. [Ut supra, p. 61.] AS WITNESS the hands of the said parties, &c. (a). (a) See supra, p. 17. |