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and settle all accounts and differences in any way relating to the said joint trade, with all and every person and persons whatsoever, and to compound and release all and every or any part of the said debts and demands, as he and they shall think fit and necessary; and to do all and every other act, matter, and thing whatsoever, in and about the premises, in the name of him the said A., and as fully and effectually
to all intents and purposes as he the said A. could or might do if perCovenant- sonally present. And the said A. doth hereby for himself, his heirs,
executors, and administrators, covenant, promise, and agree to and with
the said B., his executors, administrators, and assigns, that he the said not to release A., his executors, administrators, or assigns, shall not nor will at any debts, &c.; time or times hereafter, receive, release, acquit, or discharge any of the
debts or demands dne to the said copartnership, or any actions or suits that shall be brought, sued, or commenced for or on account of the same, without the consent of the said B., for that purpose in writing first had and obtained: Nor shall nor will do, or suffer or cause to be done, any act, matter, or thing whatsoever, whereby the said B., his executors, administrators, or assigns, shall or may be hindered or obstructed in the recovering and receiving of the said debts, goods, chattels, and
effects, due, owing, and belonging to the said copartnership, or any part for further as- thereof; but shall and will, from time to time, and at all times here
after, at the cost and charge of the said B., do and execute all and every further and other lawful matters and things, for the better enabling him the said B., his executors, administrators, or assigns, to get
in and receive the same, to and for his and their own use and benefit Mutual release. as aforesaid: And each of them, the said A. and B., doth hereby, for
himself, his heirs, executors, and administrators, remise, release, and for ever quit claim unto the other of them, his heirs, executors, and administrators, all and all manner of actions, suits, claims, and demands whatsoever, both at law and in equity, which either of them, the said parties, his heirs, executors, administrators, or assigns, now hath or can or may at any time or times hereafter have, claim, challenge, or demand against the other of them, his heirs, executors, or administrators, for by reason or means of the said copartnership, or of the
said indenture of copartnership, or any other matter, cause, or thing Covenant to whatsoever relating thereto: And the said B. doth hereby, for himself, pay debts,
his heirs, executors, and administrators, covenant, promise, and agree with and to the said A., his executors and administrators, in manner following: (that is to say), that he the said B., his executors and administrators, shall and will
, as soon as conveniently may be, pay and discharge all debts and demands whatsoever, due and owing from the said A. and B. on account of the said copartnership, or which he the said A., his executors or administrators, shall or may be liable to par,
satisfy, or make good, jointly with the said B., for or by reason or means indemnify, &c. of the said copartnership: And also shall and will, from time to time.
and at all times hereafter, well and sufficiently save, keep harmless, an indemnified the said A., his heirs, executors, and administrators, and his and their, and every of their estate, goods, chattels, and effects, of, from, and against all costs, payments, charges, demands, and expenses whatsoever, which he the said A., his heirs, executors, or administrators, or his or their estate, goods, chattels, or effects, shall or may sutter, sustain, or be put unto, for or by reason of the said copartnership, or by reason of the said B., his executors or administrators, making use of the name of the said A., in any suit or action for the recovery of the said copartnership debts and effects, or by reason or means of his being made defendant in any suits, or any other matter or thing whatsoever, relating to the said copartnership. IN WITNESS &c.
Deed of Settlement by the “ London - Ale Brewing Company." THIS INDENTURE, made the
in the year of our Lord, &c.; Between John Styles, of &c., of the first part; the several persons whose names are subscribed hereunto, and whose seals are hereunto affixed, of the second part; L., M., and N., (three of the proposed trustees), of the third part; and O., (the other of the proposed trustees), of the fourth part: WHEREAS, at divers meetings heretofore had and holden by and between the several persons parties hereto, and others, proposals were mutually made and adopted by the parties hereto, for establishing a company for supplying the City of London, and the community at large, with pure and unadulterated ale and table beer, to be procured upon or by the application and adoption of the principles of the system of brewing, and it has been agreed among the said parties that they, together with such others as might join therein, in manner hereinafter mentioned, should form and associate themselves into a copartnership society or company under the title or denomination of the London Ale Brewing Company: AND WHEREAS, in contemplation of the proposed establishment, and with a view to promote its objects, certain expenses have been incurred by the persons hereinafter appointed directors of the said company, and particularly in the purchase of the lease, and in the fitting up of a house and premises convenient for carrying on the concerns of the said company, and it was agreed that such expenses should be paid out of the funds of the said company when established, and that the said house and premises should form and be considered part of the property of the said company, and be held in trust for the company in manner as hereinafter mentioned: AND WHEREAS the same house and premises were, by a certain indenture, bearing date on or about the
last, and made or expressed to be made between L., of &c., of the one part, and the said John Styles of the other part, in consideration of £ and of the rent and covenants therein mentioned and contained, demised for a term of years, commencing from the date thereof, unto the said John Styles, his executors, administrators, and assigns, but in trust only for the benefit of the said company; and it was, previous to the execution of such indenture, agreed that the said John Styles should enter into the declaration of trust thereof hereinafter contained; AND WHEREAS it has been agreed, for giving effect to the said proposals and agreements, and for the establishment of the said company, that the present deed shall be executed, and that the concerns of the said company shall be carried on and conducted under the superintendence and control of such officers and
agents, and subject to such declarations, rules, regulations, restrictions, conditions, and provisions as in and by these presents are declared and contained. Now this INDENTURE WITNESSETH, that, in pursuance of the said recited agreements, he the said John Styles doth hereby acknowledge and declare that his name was made use of in the said indenture of trust only for the benefit of the said company when established, and, for himself, his executors, and administrators, doth hereby renounce and disclaim all manner of beneficial estate, title, or interest in the house and premises so assigned or assured to him by the said indenture of the day of or in the term of years thereby created otherwise than and in trust only for the said company and the respective members thereof, their executors, administrators, and assigns, subject to these presents, and the true intent and meaning thereof; and he the said John Styles, for himself, his heirs, executors, and administrators, doth hereby covenant, agree, and declare with and to the said and the trustees for the said company for the time being, that he the said John Styles, his executors, administrators, and assigns, shall and will stand and be possessed of and interested in all and singular the said house and premises, and the issues, proceeds, and profits thereof, in trust only for the said company, and shall and will, whenever required in manner hereinafter mentioned, and on being properly indemnified therefore, and at the costs of the said company, assign or otherwise assure the same house and premises, and the issues, proceeds, and profits thereof, upon such trusts and for such ends, intents, and purposes, as the said company or its authorized officers or agents for the time being shall direct or appoint; and that free and clear of all charges and incumbrances, made, created, or knowingly suffered by him the said Joha Styles, his executors or administrators, or any person claiming or haring title to claim under him, them, or any or either of them. AND THIS ixDENTURE FURTHER WITNESSETH, that, in pursuance and performance of the said recited agreements and proposals, and for the purposes herein before mentioned, and other the ends, intents, and purposes hereinaiter expressed, they and each of them the parties whose names and seals are hereunto respectively set and affixed (save only the parties hereto of the third part) for themselves and himself severally and respectively, and their and his several and respective heirs, executors, and administrators, and as to and for their and his own proper and respective acts and deeds, but not all or any of them jointly, nor any one or more of them for the other or others of them, or for the heirs, executors, or administrators, or the acts or deeds of the other or others of them, do and doth covenant, promise, declare, and agree with and to the said parties hereto of the third part, their executors, and administrators; And they the said parties hereto of the third part, for themselves and himself severally, &c., do and doth covenant, promise, declare, and agree with and to him the said party hereto of the fourth part, and his executors and administrators, in manner following, (that is to say, that they the several persons and parties hereinbefore mentioned, and the several other persons who shall hereafter be and become parties hereto, or members or partners in the said company, shall and will be, remain, and continue connected and associated together and firmly bound unto each other in copartnership, for supplying London and the community at large with pure and unadulterated ale and table beer to be brewed or procured upon and by the application and adoption of the principles of the system of brewing, under the firm, title, or denomination of “The London Ale Brewing Company," for and during the term or period, and subject to and under the rules, regulations, restrictions, conditions, covenants, provisions, clauses, and agreements, hereinafter, or to be hereafter agreed upon and established in manner hereinafter provided in that behalf.
1. That the business and concerns of the said company shall, for Place of busithe present, be carried on and conducted at
street aforesaid, and ness. shall continue to be there carried on and conducted until some other place or places shall hereafter have been selected and agreed upon, in manner and by virtue of the powers and authority hereinafter contained, for the space of ten years, unless the company shall be dissolved, in manner hereinafter mentioned.
2. That the capital stock or fund of the company shall, for the pre- Capital. sent, consist of the sum of £500; which may, nevertheless, be increased in manner hereinafter mentioned.
3. That the said capital of £500 shall be divided in fifty shares of Shares. £10 each share, and that no person shall subscribe for less than one share, nor more than five shares; the several shares, as subscribed for, to be numbered progressively, and thereafter identically distinguished by such number, in manner hereinafter more particularly mentioned.
4. That the sum of £3 per share shall be paid by way of advance Deposits. or deposit on each of the said shares, at or before signing these presents; and the directors hereinafter named, or the directors for the time being of the company, shall have the power and absolute discretion to call in or require payment of the remaining £7 on each share, or such parts thereof from time to time, and at such times, until the whole £10 shall have been called in and paid, as they may deem expedient, by giving such notice of any such call as hereinafter mentioned. § 5. That every of the parties hereto respectively shall and will pay Calls. or cause to be paid into the hands of the bankers of the company, to be chosen as hereinafter mentioned, all such sums, by way of instalment on his or her shares, as he or she shall or may be, from time to time, called upon or required to pay by virtue of these presents, at the time and times they may respectively be called on or required to pay the same.
6. That the capital stock of the said company may at any time or Capital, how to times, and from time to time, be increased beyond and above the be increased. amount of £500, if the major part of the proprietors, at any general meeting, to be held as hereinafter mentioned, shall think fit, and be raised by the issues of fresh shares of £10 each, and the admission of new subscribers, who shall thenceforth be considered and be proprietors or shareholders, and entitled to exercise and enjoy the same rights, privileges, and advantages, and be subject to the same liabilities, as if such additional capital had formed the original capital of the said concern, and such new proprietors had been originally parties to these presents.
7. That no member of the company shall hold or possess more than Limitation of five shares in the capital stock thereof, unless the same, or the addi- shares. tional number thereof, shall have come or accrued to him, her, or them by marriage, or as legatee, executor, administrator, next of kin, or other lawful representative of a deceased proprietor; and if his or her number of shares shall exceed the number of five by any other
L L L
Who to be di. rectors.
General meet. ing.
means than last aforesaid, the excess of shares shall be forfeited and sink into the capital stock of the company, for the general benefit of the proprietors.
8. That the general management of the concerns of the company shall (subject to the clauses, conditions, provisions, and restrictions hereafter expressed) be entrusted to persons who shall constitute a board of directors; and the following persons shall be the first and present board of directors—that is to say, A., B., C., &c., of whom the said
shall be chairman, and the said deputy chairman, for the time being of the said board; and that the following persons shall be the first and present officers of the company, that is to say, the said
shall be the trustees, the said shall be the manager, the said shall be the auditors, Messrs.
the bankers. 9. That the affairs and concerns of the company shall be conducted and managed under and subject to the several rules, regulations, clauses, and agreements hereinafter contained; that is to say
10. That the proprietors of the company shall assemble together at the offices of the company at or in some other convenient place in London, twice in every
11. That every such assembly of the proprietors shall be styled a General Meeting; and such general meeting shall have full power to superintend, regulate, and control all the affairs of the company, the sense of such meeting being first taken in manner hereinafter mentioned.
12. That the half-yearly general meetings shall be held on the first Wednesday in the months of and held on the
day of in every year, and shall be convened by the board of directors, in the manner hereinafter mentioned.
13. That an extraordinary general meeting may be called at any time by any six proprietors or more, each of whom shall be a holder, in his own right, of not less than three shares in the capital of the company, and each of whom (the present proprietors excepted) shall have been a proprietor of the company for at least six months, sending a written requisition under their hands to that effect to the board of directors, who shall thereupon call such extraordinary meeting: Provided that the requisition of such proprietors be left at the office of the company at least fifteen days before the time named in the requisition for holding the same: And provided that in every such requisition the object for which the extraordinary general meeting is required to be called, shall be fully expressed, and the day and hour specified for holding the same, otherwise it shall not be incumbent on the board of directors to take notice of the same.
14. That if, after any such requisition to the board of directors shall have been left at the office of the company, the said directors shall refuse or neglect to call such extraordinary meeting, then the proprietors signing the requisition may advertise an extraordinary general meeting in any two London newspapers, not less than fourteen, nor more than twenty-one days before the time fixed for holding the same, specifying the time and place of meeting, and the nature of the business transacted.
15. That both a half-yearly and an extraordinary general meeting, may, in the cases hereinafter mentioned, adjourn to a future day; but
Extraordinary general meeting.