The herald., 1917-01-25

an agreement Of the parties or by two com
pctent and experienced business men; one one
TO be chosen by the subscriber and the
other by this corporation or stOckholder OF
stockholders, prospective purchaser, Wher,
II said two parties cannot agree upon DOCK
value, such TWO parties chosen 10 choose
a third party, when the majority Of opinion
shall prevail. In the event Of the dem. Sc
Of holder or holders OF the stock OF this
corporation. the administrator, executor or
representative OF his or her estate. IN the
event such estate wishes to part with title
10 such stock, 10 Immediately tender such
stock 10 this corporation and to the STOCK
holders thereof, on the same basis, such
offer and tender 10 be made by the holder
1r holders OF such stock 10 this corporation
and to the stockholders thereof. by the mail
ing Of a registered letter containing such
offer or tender, addressed 10 the last known
address Of this corporation and SAID stock
holders. such offer or tender 10 remain
open fer a period Of thirty days from the
date OF the mailing OF such registered let
ters when, ii not availed OF, such holder
or holders to be released TO make sale
or transfer as he or she sees mt In the
event Of this corporation not avalllng itself
oi such offer or tender, such stock 50 Of
icrcd 20 be equally pro rated between the
stockholders of this corporation, should they
so desire 20 avail themselves thereof, when
If they do not. such stock may be purchased
hv such stocIhode so desiring to acquire
same, except that stockholders may transfer
stock. after acquisition from this company.
when they secure the unanimous consent
lu writing Of all the other stockholders OF
this corporation AZ such time OF transfer
To such extent all stock as issued by this
corporation shall be non-negot.able.
Article N.-Whereas, Newton 6. Broome
has offered for sale, on the basis Of sub
'yrsptEous 10 the capital stock OF tins cor
p1ra.on. and partly for cash. 20 the Ma
tlauIl Advertising Company, Inc, the cor
p0ra'iou which Is presently being organized
under the laws Of the state OF Louisiana. and
for and m consideration OF The price here
matter mentioned, and for which the follow
ing described property 10 be hereinafter APP
praised by all OF the directors hereof, and
concerning which an accurate, detailed and
itewlzCl description Of such property as 20
amount, location, extent, character and state
Of Improvement appears herein and Is made
part hereof, and which said hereinafter men
toned consideration Is herewith being paid,
and acquI,tauce and receipt given therefor,
IN cash and IN the capital stock Of thus
corporation, the following described property
is herewith, and, by virtue of these presents,
sold granted hargained. set over, assigned,
conveyed and delivered. with all legal war
ranueS aud with full substitution and sub.
rDgation IN and to all rights and actions Of
warranty which the said vendors might have,
unto the said National Advertising Company,
Inc. the corporation which Is being pres
emily organized. as follows:
All Of Newton G. Broome's rights, titles
and interests in and 20 a certain advertising
medium known as Our Babies Diary with
all plates. illustrations, records and adver-
tSements which he has secured TO date and
OWNS in connection Herewith, and all such
trade marks, copyrights or patent rights
which he has or may have or might acquire
thereon and in connection Herewith, and
concerning which he (the said Newton G..
Broome) herewith binds and obligates him
self, and does, by these presents, herewith
transfer and surrender, for the benefit and
use Of this company, all Of his ideas, plans
and purposes in connection with the devel-
opment of the business proposed, and he.
he gasI 4 I.-a III
bind and Obligate himself TO devote his time
and energy, on the basis of the above, for
the use and benefit of this company, and
this company alone, and, said basis, this
company does herewith ratify and approve
the contract, and all the terms thereof, in
connection with the above, as entered into
by and between the said Newton G. Broome
and the incOrporators hereof, Of date the
l4th day Of the month of December, 1916.
The price and consideration therefor and
as is herewith being paid, and acquittance
and receipt given for same, is the sum of
three thousand three hundred and fifty
($S,3S0OO) dollars, eight hundred and fifty
(SS5O.O0 dollars of which is herewith being
paid in cash, and due receipt and acqut-
lance given therefor, and the balance there
of, the sum of two thousand five hundred
(S2,5O0OO) dollars, is herewith being paid by
the proper execution and delivery of twenty
five (25) shares of the capital stock of this
company, or two thousand five hundred (S2,-
10000 dollars.
Now, therefore, we, the undersigned, con-
shutting the entire board of directors Of
the said National Advertising Company, Inc,
as is provided by these articles of incorpo-
ration, do hereby certify that we have dill
igently, carefully and fully investigated and
ascertained the value of said property, in
sofar as the objects and purposes OF this
company are concerned as is hereinabove
specially described, and have found same TO
be of a value, insofar the objects and
purposes of this company are concerned,
aWa1 n1a-r
thousand three hundred and fifty (S3,350O0)
dollars; and we, the directors of this cor
poration, hereby adjudge and declare that
the appraisement and value of three thou
sand three hundred and fifty ($335O0O dol.
lars, as is herewith placed on the above de-
scribed property, insofar the objects and
purposes OF this corporation are concerned,
IS fair, reasonable and equitable. And we,
the directors of this corporation, further de-
clare that all of said property is essential,
necessary and requisite for the carrying on
of the business herein contemplated.
Witness our hands and the seal of this
corporation, given and made in our respect
i've capacities as directors of the said Ma
tional Advertising Company, Inc, as pro-
vided by these articles of Incorporation, on
this 18th day of the month of December, in
the year 1916.
Article XI.-The subscribers hereto have
addresses, the amount of stock in this cor
poration subscribed to by each of them.
Thus done and passed, in my Office, in the
city of New Orleans, State of Louisiana,
on the day, month and year first herenabove
written, in the presence of n. Pfeifer and
Catherine H. Ludlow, competent witnesses,
who have hereunto signed their names, to-
gether with said appearers and me, notary,
after due reading of the whole.
Witnesses: N. Pfeifer, Catherine H. Lud-
low.
Original signed: Names of subscribers
omitted.
1, the undersigned recorder of mortgages,
in and for the Parish OF Orleans State of
Louisiana, do hereby certify that the above
and foregoing act of Incorporation Of the
National Advertising Company Inc, was
this day. duly recorded in my Office, in book
1901, folio GO.
New Orleans, December 16, 1916
(Signe6 EMILE J. LEONARD, by. R.
l, the undersigned, Frank VIM Hart. no.
tary public for the Parish of Orleans, State
of Louisiana, hereby certify that the above
and foregoing is true and correct copy of
act of Incorporation of the National Adyer-
Using Company, Inc, passed before me on
December IA, 1916, except that the names of
the subscribers and the number of share.
for which they subscribed are omitted
In faith whereof, l have hereunto set my
hand and seal of Office. at New Orleans, La,
this 23rd day of December, 1916
FRANK VIM. HART, Not. Pub.
jan II IS rs feb 8