New-York tribune., 1920-06-24

alton except the right TO r.ee,r. 90.
rnyp''oiI price snail cease and da,se ~
~ tp) Any and all cumulative par,,.,ias
OF the sinking fund or reaee,na,o oy 'aesss
rareo % IN ms Article. shall be soe.s pro.
naheeiea ga snes and shall not be reissaedsa sasdsasi.h
no suSn snares shall be issned ana
'hersof or in exchange ,herefor u Ess
I'D Except as herein or in -.
LAYS racsr speeifcally provided. tho board - sy
scribe and regulate tAs urocaS,..'o 10 pre-.
ioilowed in and all details eoncsr..to 10 b
purchase or redemption OF cn,n.s ,mlas M
participating preference s,rnres "'''aaasiys
CD The holders OF cun,uiss;
pating preference shares shar rsrtc.
tUaee t,' or vote at stockholders ,nee,irs 20
me me corporauon. nor IN the manarera.sss q
the corporation. nor in any proessssehs o:
/ curing the affirmative vote or esa'nss re-
the stockholders except: (lN Procas.isseat Of
the increase or reduction OF cans,si sos
! but so long as any cumulative nsr,sa,s steca
preference shares shall remain -. ipating
the corporation shall not make nouo,as
sional Issue OF such shares which adj
@ Mi.n tne amount OF such shares theo saer e.e
standlng shall reduce the total ~. out.
OF the corporation per share OF rrch assets
outstending TO less than 500 O. sss..e .seeex
eyefy sSo par value of such shares q;
proceedings FOR the voluntary st.s",!o w
o, the corporauan by tho sto SsscSssnea
| without judicial proceedings: fn ~ yo'oe's
event that four quarterly dfyieenf An tns
! cnmula'iVe participating preferences .h,sas' ,as
| 1Ne.-
that so long any cunulativ. ese
patfng preference shares renal, or,s.ue-
ing no amendment OF the proyis,ors
! this Article IN respect to ,he ,tAoas os
preferences OF such shares lexc'sr, s.'s ADD
far as such preferences may hs s,se "a 50
by anv action taken under Ciauxz e0ted
preceding sentence) shall be made me ne
snail any new shares be author,-, nor
Issued having any preference or -,,s,er er
over the cumulative participa,i,e ''uI',y ,y
erence shares hereby authorized e.ssa. rss..
with the affirmative vote or w,.;.t.. A.ew
sent Of the holders OF two-thirds a, Son,
cumulative participating preference sra! -!
outstanding. S"sfes
In the event that four quarterly A..
preference shares. whether or not eo-
secutive. shall be in default. then ,,n- .on-
dlately upon the happening OF speh ',s,n.s. ayas.
e, and thereafter unil all accrued and nm.
! paid dividends upon tho cunula,iva W. VIZ
I ucipatng preference shares shall hsn.
been paid. the Board 90 Directors shan ~
% divided into two classes; TO bN knowa ).
consist OF majority OF the board 'as. Ia,
| Class 3" shall consist OF the ren,s,.s.i ~aa
OF the board. At any election of ajrs,,.s.
at which two classes OF directors ara ~.
quired 10 be elected. tho holders az cn..s
| lative participating preference sharea sh.m
have the exclusive right 10 elAct al ~
members Of the noard ot Directors con.
holders OF the Common Stock shall h.x.
! tho exclusive right TO elect ell the 80.
bers OF the Board OF Directors const,tm,,a.
Glass B" Any such accumulated ans
/ defauited dividends shall be declared 49,
paid or declared and provided sor A, .on. ,.
there shall be sufficient surnlus n, ~. ~.
profits. and whenever all accrued unns,i
| dividends on such share. shall BE ns,a ~.
| Board OF Directors shall cease 10 h. Al
vided into two classes and the exoluxiy.
right OF tho Common Stock to vote for N.
election OF directors shx.l be reinststss
until four quarterly dividends unon ~
cumulative participating prcforence shsrs.
shall thereafter at any time be in ds.au,
Except as above provided. the right "a
vote at meetings OF stockholders and 10
give consent in any statutory proceeding,
requiring ths consent of stockholders shsl
bo vested In and eNeroised exclusively nv
the holders Of tho Common Stock
fG) Tho term "accp.nuia.ed nxed mint,
mum dividends' whenever used in mi,
Certificate with reference 70 the oumn.
lative participating preference Bhares ire.
I spective OF any surplus or net profits sh,N
mean an amount equal 10 Six dollar,
| S6.00D per annun Per share thereof fror,
the quarterly dividend date next preceding
the date of the original issue OF each share
| thereof (uniess such stock shall have bAsn
issued on quarterly dividend date and In
such case from such datel, less such
amount or amounts as may. from, time to
tine. have been PAID as dividends to tho
dends" whenever used in thls Certificate
with reference to curnulative participating
I preference shares shah include the acou-
! additional dividends to which the holders
Of such shares shall have Heretofore BE-.
| como entitled. Such cumulative part.ci.
patlng preference shares shall DO suhea
TO the priority of tho present prsferrsd
stock until tho latter Is redeemed.
go For tho purpose Of ratifyins . on
tain underwriting agreement a copy q
which is hle at the Office of shs
/ Company. between tho General Optical
/ Company. Ino., and tho nrrs Of Low,
| Dixon & Co. and HemphiN Noyes & Co,
with reference 70 the underwriting end
! sele of approximately 1880 sAares Of the
proposed cumulative participating prefer.
erce shares of the Company. In which
agreement certain Of the directors Of the
! Company f;nsrlbers OF said banking hrmsl
are personally interested and may derive
/ profits through the acceptance and carry.
/ Ing out thereof by the CornDnry
50 To vote upon the proposition to ~
quire the entire Common stock Of shs
General Lens Company. Inc a New York
/ Corporation. which has acquired. or Il
about to acquire, the entire assets feIcep.
accounts receiyabic and cash) Of the Con.
tinental Lens Company OF Toledo. Ohio
and the Tiiton Optical Company Of Ttoh
New Hampshire
Dated. Mount Vernon. N. Y. JJns Is isM
CHARLES r. JOHNSON
President
CLARENCE II. MEEK,
SeCretarY.