in, either directly or indirectly, for ourselves or for others, the same or like kind or character of business as that heretofore conducted and now being carried on by said company, and that we will not, during the said period of ten (10) years, either directly or indirectly, be guilty of any act interfering with the business, its good will, its trade or its customers, or come in competition with the same; and we will not, jointly or severally, either in firms or corporations, or as individuals, or in any other way, directly or indirectly interfere with the said trade or business or do any act prejudicial to the same or any part thereof, or interfere with the persons employed therein; the meaning hereof being that the said is buying and paying for the good will of the business in the largest and fullest scope of the term; and that we will not, and each agrees that he will not, do anything to interfere with or injure the said business, but will during said period, lend his aid and best influence to the promotion and advancement of the same. In Witness Whereof, we have hereunto subscribed our names and affixed our seals, jointly and severally, this A. D. 19—. day of (Involved in A. Booth & Co. v. Davis, 127 Fed. 875.) ARTICLE THIRTY-ONE. AGREEMENTS IN AID OF CORPORATION. Form 3432. Agreement of Directors to Loan Money to Corporation. Whereas, the said trust company closed its door as a banking institution on or about the day of 19—, and Whereas, many of the directors at that time were, and now are, directors of said institution, and Whereas, the directors are anxious that said institution should resume business, and that the receiver appointed by the Supreme Court for said institution should be removed, and said institution fully rehabilitated; Now, in consideration of the sum of one dollar to each of the directors in hand paid by the trust company, the receipt of which is hereby acknowledged, and in consideration of the performance of the covenants and agreements herein contained, the parties hereto agree as follows: The directors will loan to the trust company the various sums of money hereinafter written after the names of the individuals composing the parties of the first part, and aggregating the sum of one hundred thousand dollars. It is further agreed between the parties hereto that said loan shall mature and become payable as follows, and not otherwise, namely, whenever the surplus of said trust company shall exceed the sum of one hundred fifty thousand dollars, such excess shall be applied to the repayment of said loan, but no such application of excess over such one hundred fifty thousand dollars surplus shall be made upon such loan, except in periods of six months each after the date hereof and lapse of six months between such payments. That the loan hereby made by the directors to the trust company shall bear interest at the rate of four per cent. per annum. In Witness Whereof, the parties hereto have hereunto set their hands and seals the day and year first above written. (Construed in Koster v. Lafayette Trust Co., 147 App. Div. 63, 131 N. Y. S. 799.) Form 3433. Agreement to Advance Money for Improvement Purposes. Louisville, Ky., -, 19. Dear Sir: We will deposit with the Columbia Finance and Trust Company of Louisville, Ky., to the joint credit of the Central Clay Product Company and the Perfect Combustion Company the sum of seventeen thousand dollars ($17,000.00), for the repayment of which to us you are to deliver to us the note of the Perfect Combustion Company of America, payable four months after date, with the privilege of renewal, and indorsed by yourself and one other responsible person; and to further secure the repayment of said seventeen thousand dollars ($17,000.00) so advanced by us, there shall be deposited with the Columbia Finance and Trust Company a note of the Central Clay Product Company of date 19-, to order of Perfect Combustion Company, due at four months for twenty-two thousand five hundred dollars ($22,500.00); also forty thousand dollars ($40,000.00) of first mortgage bonds of the Central Clay Product Company, twenty-six thousand dollars ($26,000.00) of preferred stock and thirty-nine thousand dollars ($39,000.00) of common stock of said Central Clay Product Company; the seventeen thousand dollars ($17,000.00) so advanced by us to be repaid to us, with six per cent. interest from the date of its deposit with the Columbia Finance and Trust Company, four months after said date, with the privilege on the part of the makers and indorsers of said note to extend the time of payment an additional four months; it being understood and agreed that said seventeen thousand dollars ($17,000.00) so deposited with the trust company shall be used for improvements to the property of the Central Clay Product Company at Cloverport, Ky., and to be paid out by the trust company only upon the joint check of the Central Clay Product Company by its president, accompanied by the certificates of the engineer in charge of the improvements of said property that the work or material for which the money is wanted has been done or furnished. Stock issues in compensation. It being further understood that for our compensation said seventeen thousand dollars ($17,000.00) as above, we are to be paid ten thousand dollars ($10,000.00) par value of the preferred stock and ten thousand dollars ($10,000.00) par value of the common stock of the Central Clay Product Company out of its total issue of one hundred and thirty thousand dollars ($130,000.00) of stock and cash to the amount of four per cent. of the amount of money so furnished by us. Opinion of title. It is a condition precedent to this agreement that Bodley, Baskin & Morancy, attorneys, shall file with the trustee under the mortgage a certificate or abstract to the effect that the title to the mortgaged property is good and the bonds were legally issued. This proposition is based upon a proposal this day made to us by relative to the proposition herein set out. This is in lieu of our proposition of, 19-. Signed in triplicate. It is understood and agreed by all parties hereto that out of the $39,000 of common stock and $26,000.00 of preferred stock there shall be issued $5,000.00 of common and $5,000.00 preferred stock to, and $5,000.00 of common and $5,000.00 preferred stock to be issued to by, all of which stock was issued and delivered at the time of the execution of these papers and the deposit of the money, 19-. The Perfect Combustion Co. of America, By Vice-President. (This agreement involved in Columbia Finance & Trust Co. v. Purcell, 146 Fed. 85.) Form 3434. Agreement for Settlement of Corporate Indebtedness. 19-. -, treasurer, Selden Truck Service Co. and Baker Motor Sales Company, Cambridge, Mass.-Dear Sir: In confirming our conversation with you this afternoon in connection with the amounts owed us by the Selden Truck Service Company and by Baker Motor Sales Company of Cambridge, of which two companies you are the treasurer, we understand you will pay us $15,000.00 cash and the notes in full and complete settlement and satisfaction of parts account of the Selden Truck Company, amounting to $10,070.03, and of the general account of Baker Motor Sales Company totaling $31,770.27 (less $12,215.84 of new notes of Dalton, People's Coal Company, Standard Coal Company (two series), Whitehouse & Sons, and ). In consideration thereof, we will agree to assist you on Selden truck sales in the Boston territory on a trial basis of not less than one year from date to the extent of our providing a sales manager and one salesman for each salesman furnished by you (not exceeding total of four). It is understood that the Selden truck sales will be taken care of by a new incorporation to be known as the Baker-Selden Truck Company, and that sales contract will be entered into between the new Baker-Selden Truck Company and ourselves. It is understood that the Baker Motor Sales Company will pay us $5,000.00 and the Selden Truck Service Company $10,000.00 in settlement of the above accounts, divided as follows: Baker Motor Sales Company. Selden Truck Service Company. $2,000.00 note due $2,000.00 note due $1,000.00 note due $3,000.00 cash 19-. $2,000.00 note due 19-. $5,000.00 19-. 19 19-. President Selden Truck Corporation. The letter was returned with this indorsement: Accepted: Treasurer Selden Truck Serv. Co. |