This section is from the book "The Law Of Contracts", by William Herbert Page. Also available from Amazon: Commercial Contracts: A Practical Guide to Deals, Contracts, Agreements and Promises.
10. Nothing in this agreement contained shall prevent any Creditor of the Company or any member of the Committee or any firm or corporation in which any of them are interested as officers or otherwise from making loans to the Company, or from purchasing in liquidation, reorganization or otherwise, or becoming members of a syndicate which may purchase, any or all of the assets of the Company, or from taking up, or becoming members of a syndicate which may take up, any or all of the indebtedness of the Company.
11. This agreement shall become operative whenever said Committee shall determine that in its judgment a sufficient number of Creditors, having a sufficient amount of claims to make the same effective have become parties hereto, but in no event shall this agreement become operative until signed by Creditors having not less than seventy-five per cent. (75%) in amount of the face value of all claims now outstanding against the Company, and when signed by the Company and by the Stockholders holding seventy-five per cent. (75%) of the issued and outstanding capital stock of said Company. Any creditor may become a party to this agreement with the consent of the Committee after it shall have become effective by signing a copy hereof and depositing the same with the Chairman of the Committee, together with a statement of his claim. It shall! continue in force until all claims have been paid in full with interest as aforesaid, or the property of the Company shall have been liquidated and distributed hereunder, or until some plan of reorganization shall have been accepted by the Creditors as hereinbefore provided; provided, however, that whenever in the judgment of the Committee this agreement can not be effectively carried out, the Committee shall have a right to declare this agreement terminated, and provided further that Creditors holding seventy-five per cent. (75%) of the amount of claims at any time remaining parties hereto may declare this agreement at an end; in either of which events, whether this agreement is terminated by the Committee as aforesaid or by the Creditors as aforesaid, the Committee, first having received payment or security for the payment of their expenses and all outstanding obligations of the corporation incurred by it or them under the terms of this agreement, shall do all the acts necessary to revest title to all claims and property in those entitled thereto.
12. If for any reason either the Stockholders who are owners of seventy-five per cent. (75%) of the issued and outstanding capital stock of said Company, or the Company shall neglect or refuse to become a party to this agreement, or if for any other reason the terms of this agreement 'can not be carried out in their entirety, or so far as they can not be carried out, then and in any such case the Creditors hereby authorize and empower the Committee to negotiate with the Company, the Stockholders and any other persons having interests in the property and assets of the said Company for any settlement of their claims and to present to the Creditors any plan for such settlement as the Committee may deem advisable; and in any such event as aforesaid, the Creditors further hereby authorize and empower the Committee to institute bankruptcy or other legal proceedings as they may be advised are necessary or advantageous in the circumstances. Such legal proceedings may be brought in the State or Federal Court as said Committee may determine.
13. Wherever in this agreement it is stated that the Company shall do any act when directed so to do by the Committee, or whenever the Committee is authorized to perform any duty which should be performed through the legal action of the corporation, it is understood and intended that all acts which are required to be done by the Company shall be done by the Board of Directors, in accordance with the judgment of said Board and in accordance with the laws governing the actions of corporations under the laws of the State of Ohio, and in accordance with the charter and the by-laws of the corporation.
14. The Committee is not to be under any obligations, express or implied, to any creditor who shall not become a party to this agreement and file his claim as provided herein, nor shall any such creditor have any right or claim whatsoever under or by virtue of this agreement.
15. The Committee is hereby authorized to construe this agreement, and its construction of the same made in good faith shall be final and binding.
16. Neither this agreement nor any provision hereof shall be construed as a recognition of the validity or amount of the claim against the Company of any person, whether or not he shall be a party to this agreement.
17. A correct copy of this agreement shall be deposited with each member of the Committee and with said the X. Y. Bank for the inspection of such person or persons as may have a right to examine and inspect the same.
18. This agreement may be signed in multiple with the same force and effect as if all the signatures thereon were upon one paper and made on the same date. It shall be binding upon the heirs, executors, administrators, successors and assigns of the parties hereto.
Witness the signatures of the parties hereto, as of the date first above written: The X. Y. Company,
By A. B., Its President, Party of the First Part.
Attest: C. D., As Secretary.
E. F., Owner of---------Shares---------, G. H., Owner of---------Shares---------, etc., Parties of the Second Part.
A. B., C. D., etc., Parties of the Third Part.
L. M., P. R., S. T., Parties of the Fourth Part.
See references under Sec. 3834.