The Coconino sun., 1927-04-29

piration Of the thirty day period. shall
be the rights Of the holders of COM
! mon stock and of preferred stock, or
/ either, as defined in this Certificate
! of Incorporation, according to the
number and character of shares of
stock to which he Is entitled upon co1l-
version, under the terms of Article
XII hereof, as though he had actually
delivered his shares of classified COM
mon stock for conversion.
I Provided, however, commencing
with January /, 1925, that where a
| store has been in continuous opera
| tion for five complete calendar years
and its rate of net earnings upon It's
store capital has not equalled one-half
| the rate of net earnings upon the ag-
gregate store capital of all the stores
of the corporation in any complete
calendar year during said five year
period, the Board Of Directors at their
| option may, in lieu Of demanding the
| conversion of the stock, discontinue
| the operation of said store and pur-
chase all the classified common stock
! issued therefor in the manner pro-
vided in Article XIII hereof.
(4) After December 81, 1928, and
prior to December 81, 1881, no classi-
1 fled common stockholder shall have
4 the right to convert any shares of
classified common stock into common
and preferred stock, or either, unless
| the store for which such stock was
! issued shall have fulfilled one Of the
| two conditions above set forth in sub
| paragraph A and B Of paragraph ~
Of this Article, but the Board of Di-
rectors Of the Company, If 1t deems it
| to be for the best interests Of the cor
poratiDn may convert any of said
| classified common stock by agreement
with the holder thereof upon the
! terms set forth in Article XII hereof,
even though the stores for which such
stock has been issued shall not have
| fulfilled either Of said two conditions.
| (5) On December 31st, 1881, all
classified common stock then issued
and outstanding and not previously
called or purchased for retirement,
shall be forthwith delivered to
| the corporation, duly endorsed for
transfer, for conversion into common
stock and preferred stock, or either,
| in accordance with the method set
forth in Article XII hereof, and
whether or not the stores for which
said stock is issued have fulfilled the
| two conditions, or either of them,
above set forth in paragraphs A
and B of paragraph (2) of this
| Article. If any classified common
stockholder fails to deliver his stock
! for conversion upon such date, all his
rights and privileges as classified
common. stockholder, as defined in
| this Certificate of Incorporation, shall
nevertheless cease. and terminate as
of December 81, 1881. excepting his
right to receive the common and pre-
ferred stock, or either, to which he is
| entitled upon delivery of his stock for
conversion, and thereafter his rights
and privileges as stockholder of the
corporation shall be those Of a COM
mon and preferred stakeholder, or
either, as defined in this Certificate
! of Incorporation, according to the
number and character Of shares of
stock to which he is entitled upon
conversion, under the terms Of Article
XII hereof, as though he had actually
! delivered his shares of classified COM
! mon stock for conversion.
| (0) If any classified common
stockholder fails by December 81,
1882, to present his stock certificates
for conversion as above provided, the
Board of Directors may. at any time
thereafter upon thirty days 1907
written notice to such stockholder,
mailed to him at his last known ad-
dress, demand that the outstanding
classified common stock certificates
be delivered to 1t for redemption at g
price equal to the call price OF the
preferred stock and the market value,
| at the date of the notice, OF the COM
mon stock to which he was entitled
under Article XII hereof on Decerl-
ber 81, 1881. II he shall fail so to
| present his classified stock certificates
FOR redemption on or before the ter
mination of the thirty day lS0) period,
all his rights and privileges as 2
stockholder of the corporation, and
those Of any person claiming under
him shall thereupon cease and termin-
ate, excepting his right to receive the
redemption price upon his surrender
of his classified common stock cer-
tificates duly endorsed for transfer,
and there shall be noted upon the
books of the corporation the fact that
his classified common stock certifi-
Gates have been cancelled.
ARTICLE XII
Basis of Conversion Of Classified
Common. Stock into Preferred
Stock and dIor Common
Stock
The conversion of classified COM
mon stock into common stock and pre-
ferred stock, or either, shall be made
! upon the following basis:
(1) The classified common stock
holder converting his stock, excepting
any classified common stockholder in
cluded in the provisions set forth in
paragraphs (2) and (3) Of this Ar
ticle, shall receive in return First:
That number of shares of common
stock at book value which bears the
same relation to the total number Of
shares Of common stock outstanding,
as the net earnings of the shares of
classified common stock SO converted,
bear to the net earnings of the total
number of shares Of the common stock
outstanding, but except as hereinafter
provided the book value of the COM
mon stock to be delivered to him on
conversion shall not exceed the book
value Of the classified common stock
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