The Coconino sun., 1927-05-13

the company for conversion into COM
mon or preferred stock or either, as
more fully provided in Article XI
hereof, in accordance with the method
prescribed in Article XII hereof.
go If any classified common
stockholder fails to deliver his certifi-
Gates for conversion within one year
from December 81, 1881, his stock
may be called for redemption as more
fully provided in Article XII hereof.
ARTICLE VII
Restrictions on Sale and Ownership of
Classified Common Stock
~ The subscriptions for and
ownership of all classified common
stock in this corporation are made and
taken upon the condition that the pur-
chaser, owner or holder thereof, de-
string to sell the same, shall first de-
liver the same to the Board of Di-
rectors for sale, which Board of Di-
rectors shall fix the price to be paid
for said stock by computing as of the
last day of the calendar month in
which the holder delivers his stock,
the value of said stock, which valua-
tion shall be the book value of said
shares of stock as established by the
accounting methods employed by said
corporation at the time said delivery
is made; good will or other items not
regularly listed on the books of the
corporation as assets or liabilities
shall not be taken into cons; deration
in fixing said value.
AS soon as the price of said stock
has been fixed, and the Stockholder
has been notified of such fact, the
Board Of Directors shall forthwith
offer for sale to the stockholders hold
ing the same class of classified COM
mon stock, such proportion of said
classified stock as the par value of
their shares bears to the total store
capital of said store less the par value
Of the shares offered for sale. Such
stockholders shall have thirty 130)
days time in which to exercise their
right to purchase the same at said
price, unless they waive such right to
purchase by notice in writing to the
Board of Directors, and ii two or
more exercise their right to purchase
the same at said price, then the Board
of Directors shall, unless otherwise
agreed upon by said bidders, divide
the same between them in the same
proportion as each of their Individual
holdings of classified common stock
in the store, the stock of which is be-
ing offered for sale, bears to their ag
gregate holdings of classified common
stock in such store. In case of their
neglect or refusal to purchase the
same at such price, then, and in that
case, the Board of Directors shall have
the right within the thirty days next
succeeding, but not later than ninety
days after delivery of the stock to it
for sale, either to purchase said stock
at said price out of the surplus funds
forming a part of the book value of
the common stock and thereupon to
retire the same, or to sell the same at
said price to such person or persons
as are entitled to own and hold classi-
fled common stock under this Certifi-
cate of Incorporation.
With reference to the remaining
proportion of said classified common
stock offered for sale, the Board of
Directors shall have the right either
to purchase said stock at said price
out of the surplus funds forming a
part of the book value of the common
stock, or to offer the same to the
stockholders holding the same class
of classified common stock in the
same manner as provided in the next
preceding paragraph. Such decision
shall be made by the Board of Direc
tors prior to the time when they offer
the proportion of said classified COM
mon stock provided for in the next
preceding paragraph to the stockhold-
ers owning the same class of classi-
fled common stock.
If at the end of said second thirty
day period and not later than ninety
days after the delivery of the stock
to the Board of Directors for sale, the
corporation fails either to purchase
said stock, or any part thereof, or to
sell the same, or any part thereof, the
stockholder offering such classified
common stock for sale shall be free
to make such sale of his stock, or the
proportion of it remaining unsold, as
he sees fit.
(2) If any holder Of classified
common stock, except by reason of
death, ceases, within ten years from
the earliest date when he subscribed
for classified common stock issued to
him either by this corporation or by
its predecessor j. G. Penney Com
pany, Utah corporation, voluntarily,
or by means of his discharge for cause
by the Board of Directors, to be ac-
lively engaged by, or in the affairs
of this corporation, or who at any
time becomes insolvent, or whose
stock at any time comes into the hands
of any or pledgee, assignee, receiver,
trustee or other third party, the Board
of Directors may demand that the
outstanding certificates representing
his shares of Classified common stock
be forthwith delivered to it for sale
as in this Article provided. Such de-
mand shall be made by resolution to
that effect passed by the Board of
Directors and a copy thereof mailed
to such stockholder, or any party claim
ing under him, at his last known adj
dress. If the. said certificates prop
erly endorsed in blank for transfer
shall not be delivered to the Board of
Directors within thirty days after the
mailing of said notice, said stock
holder, or any person claiming under
him, shall be entitled to no further
dividends thereon, and all his rights,
and that of any person claiming un-
der him, as a classified common stock
holder, except the right to receive the