The Coolidge examiner., 1943-04-23


price available TO such new
shares or obligations.
(D Upon any such compu-
tation each successive Conver-
sion Period subsequent to the
First Conversion Period there
shall be added to the actual
consideration received upon is
sue OF any shares of Common
Stock under the foregoing sub
divisions (c), (d) and (e) in
any preceding Conversion Per
iod. a percentage thereof neces-
sary to equaliZe the same to
the conversion rate current at
the time of computation. that
is to say, in the Second Con
version Period 111111To OF ac-
tual consideration received
therefrom in the First Conver-
sion Period; in the Third Con
version Period $3.50 of actual
consideration received there
from in the First Conversion
Period and 12.51129c of actual
consideration received there
from IN the Second Conversion
Period; and in the Fourth Con
version Period 1850 OF actual
consideration received there
from In the First Conversion
Period. 2s.5S6S%o of actual con-
sideration received therefrom
in the Second Conversion Per
iod and 14288eo OF actual con-
sideration received therefrom
in the Third Conversion Per
iod.
Whenever such average consid-
Grafton per share so computed is
less than the dollars per share
above specified for the Conversion
Period in which such computation
is made. then for the remainder
of such Conversion Period. or un-
til the newt following recomputa-
ton. II that sshall happen in the
same Conversion Period, the
amount OF shares of Common
Stock TO be issued upon
conversion OF shares OF Conver-
tible Preferred Stock shall be such
fraction of share as Is represent
ed by fifty (50). as the numerator,
and such average consideration per
share so computed. as the denom-
inator. II such fraction SO comput-
ed Is less than the conversion rate
current at the time Of computation,
the shares OF Convertible Prefer
red Stock shall be convertible into
shares OF Common Stock at the
conversion rate then current.
In the event, while any of the
shares OF Convertible Preferred
Stock shall remain outstanding. ot
any capital reorganization or re-
classification of the capital stock
OF the Company or OF the consoli'
dation or merger OF the Company
with or into another corporation or
OF the dissolution. liquidation or
winding up of the Company or OF
the sale. lease. conveyance or
transfer OF all or substantially all
OF its assets. then In any one or
more OF said events the Company
shall give TO the record holders OF
the Convertible Preferred Stock
outstanding, at their last known
addresses according TO the Com
pany's records. AT least twenty
(20) days prior written notice
thereof. and OF the date as OF or
after which such reclassificauo1
reorganization. consolidation, mer'
ger. dissolution. liquidation. wind
ing up or sale. lease. conveyance
or transfer shall take place. as the
case may be, and such notice shall
also specify the date as OF which
shareholders OF record shall be en-
titled TO exchange their shares for
other stock or securities OF the
Company pursuant to such recias-
sification or reorganization or for
such other stock or securities OF
the corporation resulting from
such merger or consolidation or to
receive their respective distribu'
tive shares in the event OF such
dissolution, liquidation, winding up
or sale. lease. conveyance or trans
fer. as the case may be; To the
end that during such period OF
twenty (20) days the holders of
the shares of Convertible Prefer
red Stock may at their option sur
render such shares for conversion
into shares of Common Stock and
thereby be entitled In respect Of
the shares to which they shall be
entitled upon such conversion to
receive such distribution to the ex-
tent that holders of shares of Com
mon Stock may at the time be en-
titled to receive the same.
In case the Company at any time
while any of the shares OF Con
vertible Preferred Stock shall re-
main outstanding shall be consoli-
dated with or merged into any 9TH
er corporation or corporations or
shall sell or lease all or substan-
TALLY all of its property and busi-
ness as an entirety to another cor
poration, lawful provision shall be
made as part of the terms of such
consolidation. merger, sale or lease
that the holder of any shares Of
Convertible Preferred Stock may
thereafter receive in lieu OF each
share of Common Stock otherwise
issuable to him upon conversion of
his shares of Convertible Preferred
Stock, but at the conversion rate
which would otherwise be in ef-
feet at the time OF conversion as
-~ax,{IAI AA4 l1tnd