Nogales international., 1936-03-21
LEGAL NOTICE

\ b. The directors Of this corpora
ton shall have power and authority
to fix the amount of money, in
cash or securities, to be reserved
as working capital, subject however
to the rights and preferences of
the holders of "ClaSS b. stock, as
: provided in Paragraph v, Subdivis-
ion b, hereof; to borrow money and
to iSaue bonds, debentures, notes,
and evidences of Indebtedness and
to secure the payment or perform !
4 ance of the corporate obligations
by mortgage, deed of trust, pledge,
or otherwise, whether such obliga-
tion shall arise in the ordinary
course of business or by reason. of
or in consideration. of the acquisi-
tion by the corporation of capital
or other assets or otherwise.
c. Each shareholder or subscriber
to shares of this corporation of any
class, shall be entitled to full pre-
ernptive or preferential rights to
purchase ana or subscribe for the
number Of any shares of this cor
poration which may hereafter be
authorized and issued which bears
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 ir 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
r 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
5 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,
l any such shareholder or sharehold-
1 ers of any class desiring to acquire
S 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
l offer or offers to purchase a spe-
Gifted number or numbers OF such
3 shares at the price and upon the
l terms stated in said notice.
If the total number of shares
specified in such offers exceeds the
!! number of shares referred to In
I said notice, each offering sharehold-
er shall be entitled to purchase such
( proportion of the shares referred
4 to in said notice to the secretary
as the number of shares OF this
corporation, which he holds, bears
Z to the total number Of shares held
by all such shareholders desiring to
r 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
l 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-
l posed Of, as the total number OF
!. shares which he holds bears to the
D.. total number Of shares held by all
of the shareholders desiring to pur-
chase shares in excess of those tC
y which they are entitled under such
e apportionment.
4 If none or only a part OF the
shares referred to in said notice tc
{ the secretary is purchased as afore-
said, in accordance with offers made
i within said twenty (20) days per-
:. iod, the shareholders desiring to
sell or transfer may dispose OF al
:. 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 sc
desire; provided, however, that he
!. shall not sell or transfer such shar-
=, es at q lower price or on terms more
favorable to the purchaser or trans
feree than those specified in said
Inotice to the secretary.
49, zoJo ~ +rorcPay nv v0,V~YNOrt =