Nogales international., 1936-02-22
LEGAL NOTICE

poratlon which may hereafter be
authorized and issued which bears i.
the same ratio to the number of
shares then proposed to be issued
as the number of shares of any
class held by him or her shall bear
to the number of shares subscribed
or outstanding Immediately prior to
such additional issue; provided
that no additional shares of any
class shall be authorized or issued
without the consent of all of the
holders of "Class B" stock.
d. Before there can be a valid
sale or transfer of any of the shares
OF this corporation, whether of
"Class A" or "Class b., by the
holders thereof, the holder Of the
shares to be sold or transferred shall
first give notice in writing
to the the secretary of
this corporation of his in
tention to sell Or transfer such
shares. Said notice shall specify the
number of shares to be sold or
transferred, the price per share and
the terms upon which such holder
intends to make such sale or trans
fer. The secretary shall, within five
(5) days thereafter, mail Or deliver
copy of said notice to each of the
other shareholders of all classes of
record of this corporation. Such no
tice may be delivered to such share
holders personally or may be mail
ed to the last known addresses of
such shareholders, as the same may
appear on the books of this cor
poration. Within twenty COO days
after the mailing or delivering of
said notices to such shareholders,
any such shareholder or sharehold-
ers of any class desiring to acquire
any part or all of the shares re-
ferred to in said notice shall de-
liver by mail or Otherwise to the Sc
cretary of this corporation a written
offer or offers to purchase a spe-
Gifted number or numbers of such
shares at the price and upon the
terms stated in said notice
If the total number of shares
specified in such offers exceeds the
number of shares referred to in
said notice, each offering sharehold-
er shall be entitled to purchase such
N01-01NA1s%fAN1 nf Tho chornc r0f0rrnd
to in said notice to the secretary,
as the number of shares of this
corporation, which he holds, bears
to the total number of shares held
by all such shareholders desiring to
purchase the shares referred to in
said notice to the secretary.
If all of the shares referred to in
said notice to the secretary are not
disposed of under such apportion-
ment, each shareholder desiring to
purchase shares in a number in eX-
cess of his proportionate share, as
provided above, shall be entitled to
purchase such proportion of these
shares which remain thus undiS-
posed of, as the total number OF
shares which he holds bears to the
total number of shares held by all
of the shareholders desiring to pur-
chase shares in excess of those to
which they are entitled under such
apportionment.
If none or only part of the
shares referred to in said notice to
the secretary is purchased as afore-
said, in accordance with offers made
within said twenty 600 days per-
iod, the shareholders desiring to
sell or transfer may dispose OF all
shares of stock referred to in said
notice to the secretary not so pur-
chased by the other shareholders,
to any person or persons he may so
desire; provided, however, that he
shall not sell or transfer such shar-
es at lower price or on terms more
favorable to the purchaser or trans
feree than those specified in said
notice to the secretary.
Any sale or TRANSFER, or purport-
ed sale or transfer, of the shares OF
said corporation shall be null and
void unless the terms, conditions
and provision of this Article VII,
subdivision d, are strictly observed
and followed.
e) In the event of any sale, con-
veyance, transfer or other diSposi-
ton of any ranch belonging to the
corporation, or the cattle thereon,
as whole, the proceeds therefrom
shall, after payment of unsecured
creditors of the corporation, be re-
garded as assets of the corporation
for the payment of dividends, and
such assets shall not be used by the
corporation for the purpose OF the
payment of interest or principal on
any indebtedness or encumbrance
secured by timber holdings OF tne
corporation unless approved by the
vote or written consent of all OF the
shareholders of all classes OF record
of this corporation.