Douglas daily dispatch., 1927-04-22
LEGAL NOTICES

| the classified common stock delivered
for conversion; provided however, that
if the book value of the shares of
common stock to which the classified
common stockholder is entitled by rea-
son of the earning power of his
shares of classified common stock
shall exceed the book value of the
classified common stock which he is
delivering for conversion, such stock
holder shall have the right either to
receive the full number of shares of
common stock to which the earning
power of his shares of classified COM
mon stock entities him, upon paying
to the corporation the amount of the
excess book value of such shares of
common stock over the book value
of the classified common stock, or to
,, receive the number Of shares common
stock having the same book value
as the shares of classified common
stock converted by him; Second: If
the book value of the shares of COM
mon stock so issued upon the conver-
sion for the said classified common
stock shall be less than the book
value of said classified common stock
so converted, there shall be issued
and delivered to the stakeholder effect
ing the conversion sufficient preferred
stock at par, in addition to the said
common stock, to make, the total book
value of all stock issued in exchange
for said classified common stock equal
the book value of the classified COM
mon stock so converted.
"Try out Store" as used in this
Article is a store for which classified
common stock is issued and out
standing, which is on January /,
1927, or subsequently thereto, man.
aged by a manager who holds no
classified common stock issued for
said store. In the event that man.
ager of "try out store" as above
defined shall be given contract at
any time prior to December 81, 1881,
emitting him to receive percentage
of the net earnings of such store,
the amount so received by such man.
ager shall not be deducted from the
total earnings of said store for the
purpose of fixing the time when the
classified common stock of such store
becomes eligible for conversion under
Article XI hereof, and the number Of
shares of common stock to be ex-
changed for the classified common
stock of such store upon conversion
as provided for in this Article.
Provided, however, that no fractional
shares shall be issued under para
graphs ID, (2) and (S) of this Article
and that in the case of common stock
if the fraction is greater than one
half, the stockholder will receive q
full share, and if the fraction is less
than one-half, such fraction will be
disregarded, and that in the case of
preferred stock the corporation will
pay in cash in lieu of any fractional
share the par value thereof
(4) The status of the classified
common stock and of the common
stock for the purpose of effect
ing the conversions above provided
for shall be as of the last day Of the
calendar year upon the net earnings of
which year such conversion is predi-
Gated.
ARTICLE XIV
LIQUIDATION OR
SALE OF CORPORATION AS AN
ENTIRETY.
Upon any dissolution, liquidation,
sale or other distribution of the assets
of the corporation as whole, after the
payment of the obligations of the cor
poration the balance of the proceeds
realized upon such dissolution, sale or
liquidation, and /or in lieu thereof, the
assets in kind, shall be distributed as
follows: All the classified common
stock then issued and outstanding, ir-
respective of the length of time said
store has been in existence and of it's
rate of earnings, shall forthwith be
converted into common stock and pre-
ferred stock, or either, in accordance
with the method prescribed in Article
XII, b-paragraph Cd thereof, ex-
cepting that the date forming the basis
of the terms of conversion shall be as
fixed by the Board of Directors; there
after the holders of preferred stock
shall be paid the amounts due to them
as provided in Article VIII hereof, and,
after such payments to preferred stock
holders have been made, each stock
holder of common stock shall be en-
titled to receive his pro-rata share of
the balance of such proceeds and /or
assets in kind.
ARTICLE XVI
POWERS OF DIRECTORS TO DIS
POSE OF CAPITAL STOCK.
Upon any issue for money, or other
consideration of any stock of the cor
poration, or upon it's purchase by the
corporation, whether authorized by this
Certificate of Incorporation, or by sub
sequent increase of capital, and
whether preferred or common stock,
no stockholder shall be entitled of
right to subscribe for, purchase or
receive any proportionate or other
share of the stock so to be issued; but
the Board of Directors of the corpora
tion may dispose of all such stock is
sued or so purchased to such party or
parties and upon such terms generally
as it may see fit,
and declaring said amendments advis-
able, and calling a meeting of said
corporation for consideration thereof.
SECOND: That thereafter, pursuant
to the aforesaid resolution of it's Board
of Directors, a Special Meeting of the
stockholders of j. c. Penney Company,
Il IL