The Coolidge examiner., 1943-04-09

but any such action requiring such
affirmative vote or written consent
OF the holders OF the Convertible
Preferred Stock may be taken with
such vote or consent together with
such additional vote or consent. IL
any. of shareholders as may be
from time TO time required by law.
The Board of Directors may fix
a record date for the determine
tion OF shareholders entitled to no
tice OF and TO vote at any such
meeting or give such written con
sent and may specify the time
thereafter within which such meet
ing may be held or such written
consents procured.
ca VOTING POWER OF CON
VERTIBLE PREFERRED STOCK.
The holders OF the Convertible
Preferred Stock hereby created
shall not be entitled TO vote ex-
cept-
(a) as otherwise in these
Amended Articles or by law
provided: or
(b) The Company be in
default in the payment OF two
successive quarteryearly divi.
dends upon the Convertible
Preferred Stock.
in which event tbl the. holders o.
record OF Convertible Preferred
Stock then outstanding voting as
a class shall have and continue to
have the right TO elect one-half OF
the members OF the Board OF Di-
rectors and on all other matters
each share of Convertible Prefer
red Stock shall entitle the holder
thereof to one vote. Such voting
rights shall continue until such de-
faults shall have been cured.
whereupon the voting rights of the
Convertible Preferred Stock shall
revert TO the status existing be
fore the occurrence OF such de
fault but always subject to the
same provisions for the revesting
OF such voting power in case OF
any similar future defaults.
(5) REDEMPTION OF CON
vERTIBLE PREFERRED STOCK.
The Company at the option OF the
Board OF Directors may redeem
the whole or any part OF the Con
vertible Preferred Stock at the
time outstanding at any time by
paying TO the respective holders
thereof the redemption price OF
the same in accordance with the
following schedule:
II redeemed on or before
July /. 1888 at the redemption
price of $500 per share:
Thereafter. and on or before
July /. 1910 at the redemption
price of s53.T5 per share:
Thereafter. at the redemp-
tion price OF s5250 per share:
together with an amount in each
case equal to any unpaid dividends
accumulated or accrued thereon
10 the date fixed for redemption.
II less than the whole amount OF
the outstanding Convertible Pre-
ferred Stock shall be redeemed at
any time. the shares thereof so 10
be redeemed shall either be select
ed by lot in such manner as the
Board of Directors may determine
or shall constitute approximately a
pro rata amount OF the holdings of
each shareholder. as the Board OF
Directors may determine Notice
OF such redemption shall be mailed
TO each holder OF Convertible Pre-
ferred took so TO be redeemed al
his address as the same shall ap.
pear on the books of the Company
not less than thirty 900 days nor
more than sixty (60) days prior TO
the redemption date and II less
than all of the shares OF Conver-
tible Preferred Stock owned by
such shareholder are TO be redeem
ed the notice shall specify the
number OF such shares thereof
which are redeemed. If such no
tice OF redemption shall have been
duly given and IL on or before the
redemption date specified in such
notice all funds necessary for such
redemption shall have been set
aside so as TO be available there
for, then from and after the date
OF redemption so fixed. notwith-
standing that any certificate for
the shares OF Convertible Prefer
red Stock so called for redemption
shall not have been surrendered
for cancellation. the shares repre-
sented thereby shall no longer be
deemed outstanding and the right
to receive dividends thereon shall
cease to accrue and all rights with
respect TO such shares of Conver-
tible Preferred Stock so called for
redemption shall forthwith on such
redemption date cease and termi-
nate, except only the right OF the
holders thereof to receive the
amount payable upon redemption
thereof but without interest.
The Company. after giving such
notice OF any such redemption and
prior to the redemption date speci-
fed in such notice. may deposit in
trust. for the account OF the hold
ers OF the Convertible Preferred
stock so to be redeemed with a |
bank or trust company in good
standing. In the City of Cleveland
or in the City of New York. organ
lied under the laws OF the United
States of America. or any State
thereof. having a capital. undivid- |
ed profits and surplus aggregating
at least $1,000 600. all funds neces-