Douglas daily dispatch., 1927-04-20
LEGAL NOTICES


he shall fail so to present his classified
stock certificates for redemption on or
before the termination of the thirty
day 900 period, all his rights and
privileges as a stakeholder of the cor
poration, and those of any person
claiming under him shall thereupon
ceaSe and terminate, excepting his
right to receive the redemption price
upon his surrender of his classified
common stock certificates duly en-
dorsed for transfer, and there shall be
noted upon the books of the corpora
tion the fact that his classified COM
mon stock certificates have been can
eelled.
ARTICLE XII
BASIS OF CONVERSION OF CLASSI-
FLED COMMON STOCK INTO PRE-
FERRED STOCK AND /oR COMMON
STOCK
The conversion of classified common
stock into common stock and preferred
stock, or either, shall be made upon
the following basis:
CD The classified common stock
any classified common stockholder in
cluded in the provisions set forth in
paragraphs CD and CD of this Article,
shall receive in return-First: That
number of shares of common stock at
book value which bears the same rela-
tion to the total number of shares of
common stock outstanding, Cs 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 outstand-
ing, but except as hereinafter provided
the book value of the common stock
to be delivered to him on conversion
shall not exceed the book value of the
classified common stock delivered for
conversion; provided however, that if
the book value of the shares of COM
mon stock, to which the classified COM
mon stockholder is entitled by reason
of the earning power of his shares of
classified common stock, shall exceed
the book value of the classified COM
mon stock which he is delivering for
conversion, such stockholder 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 common 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 COM
mon stock, or to receive the number of
shares of 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 common stock so issued upon
the conversion 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 stock
holder effecting such conversion, Suffi-
cient 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 common stock so converted.
CD On and after January 1, 1927, a
store manager delivering for CONVEX
sion the classified common stock
owned and held by him, issued for the
store of which he is the active man
ager, shall receive, upon such CONVEX
sion, preferred stock of the corporation
equal to the book value of the classi
fled common stock so delivered by him
for conversion.
In addition to the preferred stock
so received as above, such store man
ager, or those claiming under him,
shall, upon his ceasing to be manager
of such store, whether by death or
otherwise, have the right to purchase,
at book value and the corporation
shall issue and deliver to such store
manager, or those claiming under him,
at such price, sufficient number of
shares of common stock of the corpora
tion the earnings on which will equal
two-thirds of his proportion of the
average annual net earnings of the
store for three full calendar years, Cor
for the full number of calendar years,
during which the store has been in
existence if less than three years.,
which he would have had, had he con-
tinued to hold the classified common
stock which he converted into pre-
ferred stock.
If such store manager ceases to be
the manager of such store within the
first six months of a calender year,
then for the purpose of fixing the
number of shares of common stock
which he, or those claiming under him,
are entitled to purchase, all figures
shall be taken as of December 31st, of
the preceding year and the calendar
year in which he ceases to be manager
shall not be taken into consideration
in ascertaining the average annual net
earnings of the store; if he ceases to-
be manager within the last six months
of a calendar year all figures shall be-
taken as of the last day of the calender
year in which he ceases to be manager,
and such year shall be considered in
ascertaining the average annual net
earnings of the store.
Providing, however, that if any man
ager, after converting the classified
common stock of the store of which
he is manager into preferred stock
leaves the employ of the corporation
voluntarily Except by reason .of ILL
ness or other unavoidable cause), or
is discharged for cause by the Board
of Directors, within ten years from