The Coolidge examiner., 1943-04-16

! AAOu .oeOCk.
The Company shall not issue
fractional shares of its Common
Stock in satisfaction of the con.
version privilege of the Conver.
tible Preferred Steck herein pro.
vided but in lieu of fractional
shares the Company at its option
may make a cash settlement in
respect thereto on the basis OF the
closing bid price Of the Common
Stock on the date of conversion
or may issue scrip certificates Tex
changeable together with other
scrip certificates aggregating one
or more full shares for stock Ger.
uficates representing such full
share or shares) for any fraction
OF a share, in form to be approx,
ed by the Board of Directors OF
the Company. Until the exchange
thereof for certificates for full
shares of Common Stock, the hold
er OF such scrip certificates shall
not be entitled TO receive dividends
| thereon, TO vote with respect there
TO or to have any other rights by
virtue thereof as shareholders OF
the Company except such rights
II any, as the Board of Directors
may. in its absolute discretion
confer upon the holder OF such
scrip certificates in the event OF
the dissolution of the Company.
Any holder of shares of Conver-
tible Preferred Stock desiring to
exercise the right OF conversion
herein provided. shall surrender
to the Company at one of its then
I Stock Transfer Agencies for the
shares of Convertible Preferred
Stock. the certificate (s) for the
share or shares of Convertible
Preferred Stock so TO be convert
ed. duly endorsed for transfer to
the Company. In case any of such
shares of Convertible Preferred
Stock shall have been called fol-
redemption, the same shall. never
theless, be so convertible upon
such surrender for such purpose
at any time prior to the date OF
redemption.
The conversion right of holders
of shares of Convertible Preferred
Stock shall be deemed to have
been exercised and the holders ex.
ercising the same to have become
holders of record of shares of Com
mon Stock of the Company for all
purposes en- the respective dates OF
| surrender of the certificates rep
resenting Convertible Preferred
Stock for conversion as hereinbe.
fore provided. Notwithstanding any
delay in the delivery of certificates
for the shares of Common Stock
into which converted and of cash
adjustments or scrip. II any.
The Company shall pay any and
all taxes which may be imposed in
respect OF the issuance and deliv-
cry of shares OF Common Stock
upon conversion of shares of Con
vertible Preferred Stock. pursuant
10 the provisions of this section
provided, however. that the Com
pany shall not be required, in any
event, to pay any transfer or other
taxes by reason OF issuance OF such
shares OF Common Stock in a
name or names other than the
name of the holder OF the share OF
shares OF Convertible Preferred
Stock surrendered for conversion
The Company shall at all times
reserve and keep available. out OF
its authorized and unissued stock
solely for the purpose OF effecting
the conversion of shares OF Con
vertible Preferred Stock. such
number of shares of Common
stock as shall from time to time be
sufficient to effect the conversion
OF all shares OF Convertible Pre-
ferred Stock then outstanding. The
Company shall from time TO time
in accordance with the laws OF
the State OF Ohio. increase the au'
thorized amount OF its shares OF
Common Stock II at any time the
number OF shares OF Common
Stock remaining unissued shall
not be sufficient TO permit the
conversion OF all OF the then out
standing shares OF Convertible
Preferred stock.
Upon the conversion of shares OF
Convertible Preferred Stock under
the provisions of this subsection
the shares of Convertible Prefer,
red Stock surrendered pursuant to
such conversion shall be cancelled
and not again reissued.
CD SUBSCRIPTION RIGHTS:
No holder OF Convertible Preferred
Stock shall be entitled as such as
| a matter of right to subscribe for
or purchase any part OF any new or
additional issue of stock, or secur-
tiles convertible into stock Of any
class whatever whether now or
hereafter authorized and whether
| issued for cash, property, services
or otherwise.
81 LIQUIDATION AND DIS
SOLUTION. In the event of any
liquidation, dissolution or winding
up of the affairs of the Company
or any distribution of its capital
whether voluntary or involuntary
the holders of the Convertible Pre-
ferred Stock shall be entitled to
receive in cash the par value
thereof together with all unpaid
dividends accumulated or accrued
thereon to the date fixed for the
payment of such distributive
amounts, before any payment Is