The Coolidge examiner., 1943-04-23

In the discretion of the Board of
Directors. be reissued at any time.
| 90 CONVERSION PRIVILEGE.
Shares of Convertible Preferred
Stock may at the option of the
holder thereof be converted at any
time (unless the same shall have
been called for previous redemp-
tion and in that event at any time
prior 10 the redemption date speci-
fled in the notice of redemption)
into shares of Common Stock OF
the Company at the following
rates. namely. until and including
March /. 1887 (herein called the
First Conversion PERIOD at the
rate OF one % share of Conver-
tible Preferred Stock for one u
share of Common Stock: thereaf-
ter and until and including March
l. 1899 (herein called the Second
Conversion Period) at the rate OF
one G) share of Convertible Pre-
ferred Stock for nine-tenths
(910ths) of a share of Common
Stock; thereafter and until and in
cluding March 1. 1941 (herein
called the Third Conversion Per
lodi at the rate OF one ~ share
of Convertible Preferred Stock for
eight-tenths (SH0ths) of a share
of Common Stock; and thereafter
so long as any Convertible Prefer
red Stock is outstanding (herein
/ called the Fourth Conversion Per
iod) at the rate of one % share
OF Convertible Preferred Stock for
seven-tenths (7H0ths) OF a share
Z OF Common Stock AS used in this
subsection the term conversion
rate current" at particular time
shall mean the above stipulated
share or fraction of share OF
Common Stock into which conver-
sion may be made for the respec-
tive conversion periods as defined
in this paragraph.
II at any time or from time to
time while any shares OF Conver-
tIble Preferred Stock are outstand-
, ing. the Company shall issue or
sell upon original issue thereon
any Common Stock in addition TO
(al 500 900 shares of Common
Stock outstanding on April "a.
1886 and (b) shares issued upon
, conversion OF Convertible Prefer
red stock. at a price less than:
$4,000 per share in the First
Conversion Period.
: S55.55 per share in the Sec
} ond Conversion Period.
S62.50 per share in the Third
, Conversion Period.
S7l.43 per share in the
Fourth Conversion Period.
then and thereafter until another
issue or sale upon original issue
OF such additional shares OF Com
mon Stock. the amount of Common
Stock TO be issued in conversion
OF the shares of Convertible Pre-
ferred Stock shall be Immediately
increased and IL there be more
than one issue or sale upon origi-
nal issue, then such amount OF
shares OF Common Stock to be is
sued In conversion shall thereupon
: be recomputed (but never in any
Conversion Period decreased be-
low the conversion rate current for
that period) so that the amount OF
shares OF Common Stock to be is
sued In conversion OF shares OF
Convertible Preferred Stock shall
never be less than a fraction rep
resented by fifty (50). as the nu-
merator, and the average consider
alton received or deemed TO have
been received. as herein provided.
by the Company for each share Of
: Common Stock Heretofore issued,
as the denominator. For the pur-
pose of computing such average
consideration:
(a) The 100000 shares OF
Common Stock outstanding on
April "a, 1886 and all shares
OF Common Stock issued in
conversion OF shares of Con
vertible Preferred Stock prior
10 the time of computation
shall be deemed to have been
issued at the above mentioned
price in dollars current at the
time OF computation. that is
TO say. $50 per share in the
First Conversion Period. 5000
per share in the Second Con-
version Period, $3.50 per
share in the Third Conversion
Period and $7l.43 per share
in the Fourth Conversion Per
iod;
(b) All additional shares of
Common Stock issued by way
OF stock dividend or in ex-
change for outstanding shares
of Common Stock, but only TO
the extent of the excess in
number over the shares retir-
ed, shall be deemed to be is
sued for a consideration of no
value;
(c) All additional shares of
Common Stock issued for mon
ey shall be deemed to be is
sued for a consideration equal
TO the money received by the
| Company therefor without de-
| duction of such reasonable
commission or discount as may
have been paid for underwrit-
ing or marketing;
| Id All additional shares of
| Common Stock issued for con-
/ sideration other than money
shall be deemed to have been
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