The Coolidge examiner., 1942-04-10

cretion of the Board OF Direc-
tors OF the Company on the
first of January and July OF
any year II funds in the Sink
ing Fund are sufficient and
available, such redemption to
be at par plus the current
semi-annual dividend, provided.
however, that no preferred
stock shall be so redeemed un-
less the current semi-annual
dividend on the remaining pre-
ferred stock not proposed to
be redeemed shall be paid. In
the event the Board of Dirsc.
tors shall determine to redeem
less than the total outstanding
preferred stock at the time.
the shares so to be redeemed
shall be determined by lot in
such manner as the Board of
Directors shall provide.
There shall be set aside by
the Board OF Directors not
later than April first Of each
year and amount not less than
ten per cent (10q6) of the
total net profits of the Com
pany earned during the pre-
vious calendar year, which
amount. together with any
other sums so transferred to
said fund, shall constitute a
Sinking Fund for the retire
ment of the preferred stock of
the Company.
Whenever the amount of the
Sinking Fund shall equal ten
per cent (109o) or more Of the
par value of the outstanding
preferred stock. the Board of
Directors shall issue a notice
TO all holders of record of pre-
ferred stock of the Company
calling for tenders of stock by
the stockholders to be sold to
the Company for retirement. In
the event OF the receipt of
tenders for the sale of pre-
ferred stock TO the Company
at prices less than the redemp-
tion price hereinabove provid-
ed. the funds available in the
Sinking Fund shall be used for
the purchase of stock so ten
dered at the best price at
which said stock is available,
not exceeding the redemption
price hereinabove authorized.
In the event more stock Is
rendered at a given price than
the funds available are suf-
ficient to redeem, the stock to
be redeemed shall be determ-
ined by lot in such manner as
the Board of Directors shall
determine. Any funds not so
expended out OF the Sinking
Fund shall be used for the re
tirement OF the preferred
stock agreeable to the provi-
sions of this Article at the
next semi-annual dividend date.
Any shares OF preferred stock
acquired by the Company by
purchase or otherwise out Of
the Sinking Fund shall be re-
tired and cancelled and not
reissued.
The holders OF the preferred
stock shall in case OF liquida-
tion of dissolution OF the
corporation. before any amount
shall be paid to the holders
OF the common stock. be en-
titled to be paid One Hundred
Dollars (s100) per share, to-
gether with any dividends pre-
viously declared but unpaid
thereon, but shall not partici-
pate in any further distribu-
tion of the assets of the cor
poration. The balance of the
assets OF the corporation, II
any. shall be divided pro rata
among the common stockhold-
ers.
The holders of pref erred
stock shall not be entitled to
any vote at meetings OF the
stockholders OF the Company
unless the Company shall be
in default in the payment of
three (3) successive semi-an-
nual dividends at the rate Of
seven per cent (79d) per an
mum. In the event of such de-
fault in the payment of pre-
ferred dividends, each share Of
preferred stock shall be en-
titled to one % vote at all
meetings of the stockholders.
Upon the payment of a semi
annual preferred dividend, the
voting rights of the preferred
stock shall cease. subject to
be revived in the event of
subsequent failure to pay three
CD successive semi-annual pre-
ferred dividends.
The ownership of one (1)
share OF preferred stock shall
qualify such owner for election