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SEC Filings

S-1/A
JONES LANG LASALLE INC filed this Form S-1/A on 07/15/1997
Entire Document
 
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          WHEREAS, the transfers to the Corporation by the Purchasers of all of
the partnership interests in LPL and LPML, together with the transfer of cash to
the Corporation upon the closing of the IPO, shall constitute a transaction
described in Section 351 of the Internal Revenue Code of 1986, as amended, and
this Subscription Agreement is a plan or agreement which defines the rights of
the transferors and transferees as described in Treasury Regulation Section
1.351-1(a)(1).

          NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto hereby agree as follows:

          Section 1.  Agreement to Issue and Purchase Securities.  The
Corporation hereby agrees to issue to each Purchaser that number of shares of
Common Stock set forth opposite such Purchaser's name on Exhibit A hereto (such
shares of Common Stock being hereinafter referred to as the "Securities") in
exchange for the transfer by such Purchaser to the Corporation of its entire
general and limited partnership interest in LPL and LPML.

          Section 2.  The Closing.  The closing (the "Closing") of the
transactions contemplated by this Agreement shall be held immediately prior to
the closing of the IPO.  The date of the Closing is herein referred to as the
"Closing Date."

          Section 3.  Representations and Warranties of the Corporation.  The
Corporation represents and warrants that:

          3.1  The Corporation is a corporation duly organized, validly existing
and in good standing under the laws of the State of Maryland and has all
requisite corporate power and authority to own its assets and properties and to
conduct its business.

          3.2  The Corporation has full legal right, power and authority to
execute and deliver this Agreement and to issue and deliver the Securities, all
of which have been duly authorized by all necessary corporate action.  The 
execution and delivery of this Agreement do not, and the issuance of the
Securities and the performance of this Agreement in accordance with its terms
will not, (i) violate or conflict with any provisions of any law, rule or
regulation applicable to the Corporation, (ii) violate or conflict with the
Articles of Incorporation or the Bylaws of the Corporation, (iii) violate or
conflict with or result in the breach of any contract, agreement, instrument,
lease or license to which the Corporation is

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