The Winslow mail., 1925-01-23

If at the end of said second thirty
day period and not later than ninety
days after the delivery of the stock
to the Board of Directors for sale,
the corporation fails either to pur-
chase said stock or to sell the same,
the stockholder offering such classi-
fed common stock for sale shall be
free to make such sale of is stock
as he sees fit.
(2) If any holder of classified COM
mon stock, except by reason of death
ceases, within 10 years from the earl
lest date when he subscribed for
classified common stock issued to him
either by this corporation of by it's
predecessor, J. G. Penney Company,
Utah corporation, voluntarily, or by
means of his discharge for cause by
the Board of Directors, to be actively
engaged by, or in the affairs of this
corporation, or who at any time be-
comes insolvent, or whose stock at
any time comes into the ands of any
PLEDGE, assignee, receiver, trustee or
other third party, the Board of Di-
rectors may demand that the out
standing certificates representing his
shares of classified common stock be
forthwith delivered to. it for sale as
in this Article provided. Such de-
mand shall be made by resolution to
that effect passed by the Board of
Directors and copy thereof mailed
to such stockholder, or any party
claiming under him, at his last known
address. If the said certificates prop
erly endorsed in blank for transfer
shall not be delivered to the Board of
Directors within thirty days after said
mailing, said stocl1holder or any per-
son claiming under him shall be en-
titled to no further dividends there
on, and all his rights, and that of any
person claiming under him, as a clas-
sifed common Stockholder, except the
right to receive the sale price, fixed
as hereinabove provided in this Ar
ticle, shall thereupon cease; and
thereafter new certificates may be is
sued in the place and stead of those
not so delivered to the same extent
and effect as though they had been
delivered and cancelled.
In the event, that said classified
common stock is purchased by the
corporation, it may either be retired
or reissued and resold as provided
in Article XVI hereof.
These provisions shall be binding
upon the successors, heirs, admins
traitors, executors and assigns of the
holders of classified common stock of
this corporation.
Article VIII.
CLASS A PREFERRED STCK-O
The class A preferred stock shall not
be assessable for any purpose what
ever. The holders of the class A pre-
ferred stock, shall be entitled (sub-
ject to the rights of the holders of
first preferred stock and classified
common stock, as set forth in Articles
V and VI hereof, to cumulative divi-
dends from the date of it's issue at the
rate of six per cent $500 per annum
payable semi-annually on the last day
of June and December in each year.
If the corporation shall fail to pay
such dividends semi-annually on all
the outstanding class A preferred
stock, all accumulated dividends
thereon shall be fully paid before any
dividend shall be set apart, declared
or paid upon the unclassified common
stock. The class A preferred stock
shall be entitled to no other or fur
ther dividends. The class A preferred
stock shall be redeemable, in whole
or in part, on sixty (6O) days notice
by mail, at $103 per share and an
amount equal to accumulated divi-
dends to the date of redemption al
though not earned or declared. When
any redemption is made Of part Of
the class A preferred stock outstand-
ing is shall be in such manner and
by such method as the Board of Di-
rectors shall determine.
|, (2) Upon any sale of all the assets
of the corporation, or upon any Erl'i-
dation of the corporation, in who e
or in part, whether voluntary or in
voluntary, except upon discontinu-
ance of a store in accordance with
the Provisions of Articles XI and XIII,
the holders of the class A preferred
stock (subject to the rights of the
holders of first preferred stock shall
be entitled to be paid 103Q6 of the
par value thereof and an amount
equal to accumulated dividends to the
date of payment, although not earned
or declared, before any payments are
made to the holders of the unclassi-
fed common stock; and the holder of
the class A preferred stock shall be
entitled to no further payment.
(3) If the proportion of the earn
ings of the corporation out of which
any class A preferred stock dividend
is payable for any half year shall be
insufficient to pay the dividend for that
| half year on class A preferred stock,
such dividend may be paid out of earn
ed surplus, subject, however, to the
rights of the holders of the first pre-
ferred stock and providing that such
does not consist in any part of the
portion of the surplus with which
classified common stockholders are
) entitled to be credited as provided in
J Article VI, paragraph (2).
(4) Glass A preferred stock shall
have no voting power except as speci-
fically provided by law.
(5l Subject to the provisions of