The Coconino sun., 1927-05-20

| pirati0n 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
1 number and character of shares of
/ stock to which he is entitled upon con-
version, under the terms Of Article
XII hereof, as though he had actually
delivered his shares of classified COM
mon stock for conversion.
Provided, however, commencing
/ with January l, 1926, that where a
i store has been in continuous opera
| tion for five complete calendar years
and its rate of net earnings upon its
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, 1926, and
prior to December 81, 1881, no classi-
/ fled common stakeholder shall have
/ 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 SUBJ
| paragraph A and B Of paragraph (2)
! of this Article, but the Board of Di-
rectors of the Company, if it deems it
| to be for the best interests of the cor
! poration 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 3lst, 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 ub-paragraphs A
and B of paragraph (2) of this
Article. If any classified common
stakeholder fails to deliver his stock
for conversion upon such date, all his
rights and privileges as classified
common stakeholder, 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 stockh0lder. 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.
10y III any classified common
stakeholder fails by December 81, !,
1892, to present his stock certificates
for conversion as above provided, the
Board of Directors may at any time
thereafter upon thirty days (30)
written notice to such stockholder,
mailed to him at his last known ad-
dress, demand that the outstanding
be delivered to it for redemption at
: x>E 4
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 Decem-
Der 81 1881. If he shall fail so to
present his classified stock certificates
for redemption on or before the ter
mination Of the thirty day (30) period,
all his rights and privileges as a
stoekholder 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 fnct that
his classified common stock certifi-
Gates have been cancelled.
ARTICLE XII
Basis of Conversion of Classified
Common Stock into Preferred
Stock andor 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:
~ The classified common stock
holder converting his stock, excepting
any classified common stakeholder 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
-. l.