Capital stock. All of the capital stock of said first party,-all for the price, and on the terms, and in the manner hereinafter stated. Status of title of property. All of the said property is to be free and clear from all liens and incumbrances, of every name and nature, except as follows: The upper floor of the office on Congress Street is under lease to and the said second party is to assume and carry out a certain contract now in force made by said first party, providing for the sale of its ammoniacal liquor, as well as all contracts existing at the time of the transfer for the purchase of coal or other supplies. Supplying gas. Provided, that the sale of such property shall be on the express condition that the purchasers shall continue to supply illuminating gas to the city of Detroit and its inhabitants in the same manner as the said first party is now required to do. Failure of stockholders consent. Provided, further, that if such assent, ratification, and authority from such stockholders be not obtained within 90 days from the date hereof, this agreement becomes void and of no effect, at the option of the party of the second part, to be declared within 30 days after the expiration of said period of 90 days, and he shall have the right to purchase the holdings of the stockholders so assenting for a pro rata proportion of said purchasemoney; and in any event the party of the second part shall have no cause of action against the party of the first part for its failure to obtain the assent, ratification, and authority of all of said stockholders. Consideration and payments. And in consideration of the premises the said second party agrees to purchase the said property and stock, and to pay therefor the sum of one million four hundred and fifty thousand dollars ($1,450,000.00), in manner following: Four hundred and fifty thousand dollars ($450,000.00) within ten months after receipt of notice of the authority given by said stockholders as aforesaid, five hundred thousand dollars on or before one year from the date of such first payment, and five hundred thousand dollars on or before two years from the date of such first payment; such deferred payments to bear interest at the rate of six per cent. per annum, payable semi-annually until paid, and to be secured by a purchase-money mortgage upon the property so transferred, executed by said second party to such persons as said first party shall designate to hold the same as trustees for the stockholders of said first party. Such mortgage shall contain the usual interest clause contained in the long-form real-estate mortgage in common use in this state. Possession of second party. Concurrently with the payment by the party of the second part of said first payment of four hundred and fifty thousand dollars, and the execution and delivery of said purchase-money mortgage, the said party of the second part shall be entitled to, and shall be put into, possession of said property and stock. Resigning directors-Successors. And the board of directors of said party of the first part shall at once hold a meeting of the said board of directors, and severally resign as such directors, and, as each resignation shall be accepted, the remaining members of said board shall elect such. person to fill the vacancy as shall be named by the party of the second part, and continue to do so until all of said directors shall be persons designated by said party of the second part. Betterments or improvements. The party of the second part shall have the right to make or cause to be made, at any time, additions, betterments, or improvements to the plant or other property of said party of the first part, the party of the second part forfeiting all claim thereto in case he shall not finally conclude the purchase herein provided for. Property excluded from agreement. As the said first party at the time of such transfer may have on hand coal, coke, tar, ammonia, and other supplies and residuals which are not to pass by such transfer, it is understood that the second party may take the same at the cost of the coal and the market price of the residuals. Transfer to trustees for benefit of stockholders. All money on hand and accounts due to said first party at the time of the transfer shall be retained by the said first party, and transferred by it to trustees for the benefit of its stockholders. It is intended and understood that the property of said first party not expressly transferred hereby, and the pur chase-money aforesaid, shall be by first party, prior to the transfer of its capital stock to said second party, transferred to certain persons to be designated by said first party (presumably the persons named in said mortgage as trustees), to hold the same for division and distribution among the stockholders of said first party authorizing the sale of such stock. "Stockholders"-Meaning. And, whenever the word "stockholders" is used herein, the stockholders authorizing such sale of stock to said second party are the ones meant, and not such as may be stockholders after such transfer. In Witness Whereof: (Seal) (Signatures.) (Construed in Lewis v. Weidenfeld, 114 Mich. 581, 72 N. W. 604.) Form 3044. Letter of Acceptance. Gentlemen: I beg to acknowledge the receipt by me of your notice bearing date, 19-, pursuant to a certain agreement, dated, 19-, between the Company and which notice is to the effect that stockholders representing all of the stock of said Company, except eighty-nine shares, have assented to the transfer of the stock and property of the company under said contract, and that said eighty-nine shares are held by two stockholders who have been absent from the country, and whom the company has not been able to consult: Now, therefore, this is to notify you that I, the undersigned, hereby declare the option given to me in and by the provisions of said contract, and hereby elect to purchase the holdings of the stockholders of said Company assenting to the terms of said contract for the pro rata proportion of the purchase-money therein named. (Construed in Lewis v. Weidenfeld, 114 Mich. 581, 72 N. W. 604.) Form 3045. Agreement Creating Purchaser of Stock Sole Sales Agent. The following agreement made this day ville, Miss., as follows: In consideration of the fact of 19-, between Cotton Mill, Stark Co., having agreed to Co., against purchase 150 shares of the common stock of the Cotton Mill, the said Cotton Mill agrees to make Co., Department & its sole and exclusive selling agents. Co., on their part agree to guarantee all sales and insure goods of said Cotton Mill held by them in New York. The Cotton Mill agrees on its part to consign to Co., its entire product to be sold for its account, less commission of four per cent., and agrees to guarantee any loss arising from any claims that may be made on account of the goods produced by it-by reason of imperfections in said goods, late delivery of same or that goods delivered are not up to standard, etc.; and further, also, that cloth held at the Cotton Mill awaiting sales or shipping instructions, and also cloth that may have been advanced on, shall be covered by insurance; the policies to be made in the name of said Cotton Mill paying the premium. Co., and It is further mutually understood and agreed that should the said Cotton Mill decide to discontinue this contract, it Co., and upon paying may do so upon sixty days' notice to Co. By Cotton Cotton Mills, President. (Construed in Fleitmann v. John M. Stone Cotton Mills, 186 Fed. 466.) Form 3046. Restrictions on Sale of Stock. In consideration of the covenants herein contained, the undersigned,—, —— and, for themselves, their heirs, executors, administrators, and assigns, do each with the others covenant and agree as follows: First. Restrictions on disposal of stock. That being in various amounts holders of the stock of the Evening News Association of Detroit, of the Scripps Publishing Company, of the Post Publishing Company of Cincinnati, Ohio, and of the Evening Chronicle Publishing Company of St. Louis, Mo., no one of the parties to this instrument shall sell, give away or otherwise dispose of any portion of the stock in any of the said companies now held or that shall be hereafter acquired by him to any person other than the parties to this instrument except by the unanimous consent of the parties hereto. Death of a party-Disposal of stock. Second. Upon the death of any of the parties to this instrument, to wit: or, it is expressly agreed and ordained that one-half of the stock held by decedent in any of the above mentioned companies shall be sold to the surviving parties, signers hereto, the same to be distributed among them. in equal shares or in such other proportions as they may agree upon between themselves. And it is agreed one with another that they will so purchase one-half the stocks of any deceasing signer hereof. And it is further agreed that the prices to be paid for such stock shall be sums equal to the aggregate of the net earnings of each such stock, respectively, for the five calendar years preceding any such purchase and sale. Except that prior to 1890 the value of the stock of the Evening Chronicle Publishing Company and of the Post Publishing Company shall be otherwise determined by mutual agreement between the surviving parties hereto and the heirs, executors, or administrators of the party deceased. Employees-Participation in stock. Third. It is agreed that from time to time other persons possessing skill in newspaper management may by unanimous consent of the parties to this compact be admitted to participation in it, in which case they shall be entitled to participation in all the rights, privileges and benefits herein provided, and shall be subject to all the obligations in all respects the same as the original signers hereto. Discrimination favoring male heir of parties. Fourth. It is further agreed that should any of the parties to this compact and agreement die leaving male children that at least one of such children descendant of each of said subscrib |