Douglas daily dispatch., 1927-04-16
LEGAL NOTICES


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! LIMITATION ON OWNERSHIP OF
/ CLASSIFIED COMMON STOCK; CON
VERSION OF CLASSIFIED COMMON
STOCK INTO PREFERRED STOCK
AND /OR COMMON STOCK.
U No classified common stock of
! this corporation in addition to that
I issued and outstanding on December
! 81, 1926, shall be issued by the corpora
! ton to any person whatsoever, even
| though such amount may be less than
| the total amount authorized in Article
| ~ hereof.
| CD Classified common stock of the
! corporation issued and outstanding on
December 81, 1926, must be converted
| by the owner and holder thereof into
common stock and preferred stock OF
the corporation, or either, as herein
after provided, when the store for
which such shares were issued has full
filled one of the two following condi-
tions:
A. When, having been in continuous
operation for at least one full calendar
year, it shall have, in any full calendar
year commencing with January 1, 1926,
net earnings on it's store capital equal
to at least one half the rate of net
earnings upon the aggregate store
capital of all the stores of the corpora
tion for the same full calendar year.
b. When it shall have been in con-
tinuous operation for five full calendar
years commencing with January l,
1925, or January l, 1925, or January l,
1927.
(3) AS soon after the close of any
calendar year as is practicable the
Board of Directors of the corporation
shall prepare a list of all classified
common stock in stores which have
complied with either of the two con-
ditions above set forth in sub-para-
graphs A and B of paragraph (2) Of
this Article. They shall thereupon
notify the holders of such classified
common stock in writing that it must
forthwith be converted into the COM
mon stock and the preferred stock of
the corporation, or either, in accord
ance with the method as set forth in
Article XII hereof, and the classified
common Stockholder must deliver such
shares of stock to the corporation for
conversion within thirty (3O) days
from the mailing of such notice. If he
fails to make such delivery the cor
poration may call his stock for pur-
chase or retirement, in accordance with
the provisions of paragraph CD of
Article VII, or may treat his stock as
converted into such shares of common
stock and preferred stock, or either, in
1xritb hn met hO6 set forth in
Article XII hereof, and in such latter
event his rights as a stockholder, from
and after the expiration of the thirty
day period, shall be the rights of the
holders of common stock and of pre-
ferred stock, or either, as defined in
this Certificate of Incorporation, ac-
cording 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 classi-
fled common stock for conversion.
Provided, however, commencing with
January 1, 1925, that where a store has
been in continuous operation for five
complete calendar years and it's rate
of net earnings upon it's, store capital
has not equalled one-half the rate of
net earnings upon the aggregate store
capital of all the stores of the corpora
tion in any complete calendar year dur
ing 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 purchase all the classified
common stock issued therefor in the
manner provided in Article XIII hereof.
(4) After December 81, 1926, and
prior to December 81, 1881, no classi-
fled common stockholder shall have the
right to convert any shares of classi-
fled 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-para-
graph and B of paragraph CD of
this Article, but the Board of Directors
of the Company, if it deems it to be
for the best interests of the corpora
tion 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.
CD 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 cor
poration, duly endorsed for transfer,
for conversion into common stock and
preferred stock, or either, in accord
ance with the method set forth in Arti-
Gle 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 sub
paragraphs A and B of paragraph CD
of this Article. If any classified COM
mon stockholder fails to deliver his
stock for conversion upon such date,
all his rights and privileges as a
classified common stockholder, as de-
fined in this Certificate of Incorpora-
tion, shall nevertheless cease and ter
inmate as of December 81, 1881, except
ing his right to receive the common
and preferred stock, or either, to which
he is entitled upon delivery of his
stock for conversion, and thereafter