« EelmineJätka »
contract. See Form 72. Whether this alone renders the contract binding on the company, has not been settled; but it is conceived that it does not. See note to Form 72. Accordingly, even when such a clause is inserted it is not unusual by some further proceeding (e.g., in accordance with mode 1 or 2) formally to adopt the contract.
Adoption of an agreement
of a clause in adopted agreement and substitution of a
Form of debentures.
Company to pay prelimi
nary expenses in a certain
AN AGREEMENT by COMPANY ADOPTING, with MODIFICATIONS, CON-
AN AGREEMENT, made the day of, between TheCompany, Limited (hereinafter called the company) of the first part, A., of, &c., of the second part, and B., of, &c., of the third part. WHEREAS, by an agreement dated, &c., and made between the said B., of the one part, and the said A., for and on behalf of the company, which was then intended, and has since been formed under the Companies Acts, 1862 and 1867, of the other part, it was agreed that the said A. should sell and the company purchase certain real and personal property upon the terms and subject to the stipulations and conditions therein contained:
NOW THESE PRESENTS WITNESS, AND IT IS HEREBY AGREED as follows:
1. The said agreement shall, subject to the modifications thereof hereinafter contained, be binding on the company in the same manner, and be read and construed in all respects as if the company had been party thereto instead of the said A.
2. Clause 5 of the said agreement shall be cancelled, and the following clause shall be substituted in lieu thereof, namely:
"5. The purchase money shall be paid and satisfied in 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 507. apiece."
3. The said debentures shall be in the form set forth in the schedule hereto.
4. If before the- day of
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.
and the costs
5. But if before the said - day of — 2,000 at least of the com- Otherwise pany's shares shall not have been applied for and allotted, and such vendor to pay the prelimisums as aforesaid duly paid in respect thereof, then and in such case the nary expenses said A. shall pay the preliminary expenses, and also the costs, charges, of issuing the and expenses of preparing, printing, publishing, and circulating 20,000 prospectus, &c. 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.
of A. from
6. The said A. shall henceforth be discharged and freed from all lia- Discharge bilities and obligations whatsoever incurred by him under the said liability. recited agreement in the same manner as if he had not been a party to that agreement.
IN WITNESS, &c.
THE SCHEDULE ABOVE REFERRED TO.
[Containing form of debenture.]
AGREEMENT as to ISSUE of PAID UP SHARES pursuant to another
AN AGREEMENT made the in Form 2.]
Form 10. day of between, &c. [as Parties.
WHEREAS, by an agreement dated, &c., and made between the Recitals. vendor of the one part and A. B. on behalf of the company (then in course of formation) of the other part, it was agreed that the vendor should sell certain property known as the mines, and that the consideration for the said sale should be the sum ofl., whereof 50007. was to be satisfied by the allotment to the vendor on or before the -day of of 500 fully paid up 107. shares of the company: AND WHEREAS the said agreement has been duly adopted by the company: Now THESE PRESENTS WITNESS that it is hereby agreed as follows: 1. The company shall, &c. [Clause 1 of Form 11]. 2. On the day of next [the time fixed by the agreement], the company shall allot to the vendor or to his nominees fully paid up shares in the company.
3. The said shares shall be numbered, &c., and shall be accepted by the vendor in full satisfaction of the said sum of 5,0001.
AS WITNESS, &c.
Sometimes (supra, 14) it is not considered desirable to file the main contract for the acquisition of the company's undertaking, and accordingly a short contract as above is filed. This would seem to be a sufficient compliance with s. 25 of the Act of 1867.
Form 11. AGREEMENT to ISSUE PAID-UP SHARES in SATISFACTION of DEBT DUE by COMPANY.
The A com
pany to allot
to be deemed fully paid up;
and to be ac
AN AGREEMENT, made the between 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 ofand 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 a dock at · the sum of 225,0007., whereof the sum of 75,000l. is payable by instalments in manner therein mentioned: AND WHEREAS an instalment of 10,0007., part of the said last-mentioned sum, will become payable to the C. company on the day of
Now IT IS HEREBY AGREED as follows:-
next procure this agreement to be filed with the Registrar of Joint Stock Companies. 2. The A. company shall, on or before the- day of next, allot to the C. company or its nominees 1000 shares of 107. each in the A. company, which shares shall be deemed, for all purposes, to be fully paid up, and shall be numbered, in the books of the A. company with the numbersinclusive (a).
(a) See supra, p. 13.
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.
3. The C. company shall accept the said shares in full satisfaction cepted by the and discharge of the said instalment of 10,000l., and of all claims and
demands in respect thereof (V).
IN WITNESS, &c.
(b) As this instalment is not presently payable, this agreement requires to be filed under s. 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. 14. 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. 13. Where paid-up shares are to be issued in satisfaction of a debenture not yet due, a contract should be filed. Appleyard's case, 49 L. J. Ch. 290.
AGREEMENT by DEBENTURE-HOLDER to ACCEPT PAYMENT in
Distinguishing numbers of debentures, both inclusive.
AN AGREEMENT made the day of between B., of, &c., Parties. of the one part, and The Company, Limited (hereinafter called the company), of the other part: WHEREAS the said B. is entitled to  Recitals. mortgage debentures of the company for 1007. each, the distinguishing numbers whereof are specified in the first column of the schedule hereto : AND WHEREAS there is now due to the said B., for principal monies and interest upon the said debentures, the sum specified in the second column of the said schedule: AND WHEREAS the directors of the company, in exercise of the powers vested in them by the articles of association thereof, have created a perpetual mortgage debenture stock of the nominal amount of 100,000l., which stock, by virtue of an indenture dated, &c., and made between the company of the one part, and H., L., and P., of the other part, constitutes, subject to the provisions of the said indenture, a first charge upon the property of the company, both present and future, and is to be issued upon certain conditions, a copy whereof is set forth in the schedule to the same indenture: AND WHEREAS the company cannot conveniently pay to the said B. the amount now due to him as aforesaid: Now THEREFORE IT IS HEREBY AGREED as follows:
1. The said B. shall forthwith give up to the company to be can- Debentures to celled the said debentures with all coupons for future interest belonging be exchanged thereto, and the company shall thereupon issue to him so much of the said stock as is specified in the third column of the said schedule.
IN WITNESS, &c.
THE SCHEDULE ABOVE REFERRED TO.
2. The stock so issued shall be accepted by the said B. in full satis- Stock to be faction of the said principal monies and interest due to him as aforesaid, accepted in and of all claims and demands upon the company in respect of the said faction. debentures.
In the above case the debenture holder gets stock to an amount exceeding by 10 per cent. the principal monies and interest due to him. This bonus is given as an inducement to him to capitalise the arrears of interest and to accept perpetual stock. Instead of making the stock perpetual, it might of course be made redeemable at a fixed period, or the company may reserve power to redeem at any time on (say) six months' notice. Ste further, infra, Form 178.
AGREEMENT for the ISSUE of SHARES at a DISCOUNT.
AN AGREEMENT, made the day of, between The Company, Limited (hereinafter called the company), of the one part, and the several persons whose names are set forth in the first column of the schedule hereto (hereinafter referred to as the subscribers) of the other part, whereby it is agreed as follows:
1. Each of the subscribers shall, on or before the
day of issue shares at next, pay to the company the sum of money set opposite his name in the fourth column of the said schedule; and in consideration thereof, the company shall allot to him the number of shares set opposite his name in the fifth column of the said schedule, which shares shall be distinguished by the numbers set opposite his name in the sixth column. of the said schedule, and shall be deemed for all purposes to have been paid up to the extent of ―l. per share.
Filing of agreement,
2. The company, before any such allotment of shares as aforesaid is made, shall procure this agreement to be duly filed with the Registrar of Joint Stock Companies.
As to whether this agreement is legal, see infra, note. If it is, it must, at any rate, be filed pursuant to s. 25 of the Act of 1867.
AS WITNESS the common seal of the company and the hands of the said parties hereto of the latter part, the day and year first above written.
THE SCHEDULE ABOVE REFERRED TO.
Names. Descriptions. Addresses.
Amount to Numbers of
Distinguishing numbers of shares.