Document Z5V0X5DMdkoY9XM1ropbKypp

<r-) { AMENDED a k t ic i.e s of Tine GUDDEN COMPANY The Gliddcu Company, a corporation organized and existing under the laws of the State of Ohio, adopt* these amended Articles to supersede and take the place of its existing Articles and for such purpose certifies as follows: Fir s t : The name of said'corporation shall lie Th e Gi.u mik n Co mp an y . Se c o n d : The place in Ohio where its principal office is located is Cleveland, Cuyahoga County. Th ir d : . The purpose or purposes for which it is formed are: Manufacturing, buying and selling paints, varnishes, lacquers, dryers, japans, chemicals and all allied products; manufacturing, refuting, Inlying and selling oils, solvents and alt allied products used in connection with the manufacture of paints, varnishes, lacquers, dryers, japans and chemicals. Mining, milling, concentrating, converting, smelting, refining, manufacturing, fabricating, buy ing, selling and otherwise producing and dealing in rinc, lead, copper, iron and all kinds of ores, metals, minerals and pigments and the products and by-products thereof of every kind and de scription and by whatsoever process same can be or may hereafter be produced. Manufacturing, producing, buying and selling food and cereal products and materials of all classes and description; manufacturing, refining, selling, buying and dealing in vegetable oils, vegetable fats, animal oils, animal fats and other food ingredients; and importing and exporting food products. 9^. Manufacturing, purchasing or otherwise acquiring goods, wares, mercliandise and property of every class and description, and to hold, own, sell or otherwise dispose of, trade, deal in and deal with the same, and in general to acquire such properties, real, personal and mixed, and to do and perform such acts and things as may lie necessary or incident to the carrying out of the foregoing purposes. y' Fo u r t h : Section 1. The maximum number of shares which the corporation is authorized to have outstanding is one million two hundred thmisaud (1,200,000), which shall lie classified and shall hear designations as follows: (a) Two hundred thousand (200,000) shares of the par value of Fifty Dollars ($50.00) each shall lie Convertible Preferred Stock; and (!>) Otic million (1,000,000) shares without par value shall be Common Stock. 4T. Section 2. The terms and provisions of the Convertible Preferred Stock are as follows: (1) Div id en d s o n Co n v k r t it ii.e Pr e f e r k k ii St o c k . The holders of the Convertible Pre ferred Stock shall he entitled to receive cumulative cash dividends thereon when and as declared by the Board of Directors out of the surplus profits of the Company at the rate of four and onehalf per centum (4 jd%) per annum payable quarter-yearly on ihc first days of January, April, July and October in each year, and no more. Such dividends shall he cumulative from and after July 1, 1936, so that if thereafter such dividends for any past quarter-yearly dividend period shall not have been paid on the Convertible Preferred Stock, or funds for the payment thereof set apart, a"d the dividends for the then current quarter-yearly period shall not have been declared and funds for the payment thereof set apart, the deficiency shall !>c fully paid or funds for the payment thereof set a|iart, hut without interest, before any dividends shall he paid or set apart for the Common Stock, ^ (2) Div id e n d s o n Ju n io r St o c k . Whenever dividends upon the Convertible Preferred Stock, or other senior stock for all past dividend periods shall have been paid, or funds for the payment thereof set apart and the dividends for the then current dividend period with respect to such stock shall have been declared and funds for the payment thereof set apart, the Board of Directors may declare dividends on the Common Stock, or any stock junior to the Convertible Preferred Stock which may at the time tie outstanding (payable in cash, stock or otherwise) out of any remaining surplus profits. (3) Co n v er t ib l e Pr ef er r ed St o c k 'Co n s e n t . So long as any of the Convertible Preferred Stock is outstanding, the Company shall not without the affirmative vote or written consent of the 2 holders of record.of at least two-thirds of the aggregate par amount of the Convertible Preferred Stock then outstanding-- (a) sell, lease or otherwise dispose of all of its property, assets and business or sub stantially all thereof or any portion thereof which it is essential for the Company to retain in connection with the continuance of its business; or (b) enter into any merger or consolidation involving the extinction or merger of the corporate entity of the Company; or (c) create any mortgage, lien or encumbrance on any of the assets or income of the Com pany except that the Company may execute a purchase money mortgage or purchase money mortgages or acquire properly subject to a mortgage not in excess oi seventy-five per cent (75%) of the purchase price or fair value of the property acquired and except also that the Company may hypothecate or pledge as collateral security for loans made in the regular course of business and maturing in less than eighteen (18) months any of its quick assets; or (d) issue or guarantee any obligations maturing more than eighteen (18) months from date of issue; or (e) authorize or issue any shares of stock on a parity with nr having priority over the Con vertible Preferred Stock of this issue; but any such action requiring such affirmative vote or written consent of the holders of the Con vertible Preferred Stock may he taken with such vote or consent together with such additional vote or consent, if any, of shareholders as may be from time to time required by law. The Board of Directors may fix a record date for the determination of shareholders entitled to notice of and to vote at any such meeting or give such written consent and may specify the time thereafter within which such meeting may he held or such written consents procured. (4) Vo t in g Po w er o f Co n v f .r t ib i.ii Pr ef er r ed St o c k . The holders of the Convertible Preferred Stock hereby created shall not be entitled to vote except-- (a) as otherwise in these Amended Articles or by law provided; or (h) The Company lie in default in the payment of two successive quarter-yearly dividends upon the Convertible Preferred Stock, in which event (h) the holders of record of Convertible Preferred Stock then outstanding voting as a class shall have and continue to liave the right to elect one-half of the mcmlicrs of the Board of Directors and on all other matters each share of Convertible i 'referred Stock shall entitle the holder thereof to one vote. Such voting rights shall continue until such defaults shall have been cured, wlicrcu|xm the voting rights of the Convertible Preferred Slock shall revert to the status existing before the occurrence of such default hut always subject to the same provisions for the revesting of such voting power in case of any similar future defaults. (5) . Re d emp t io n o f Co n v er t ibl e Pr ef er r ed St o c k , The Company at the option of the Board of Directors may redeem the whole or any part of the Convertible 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: If redeemed on or before July 1. 1938 at the redemption price of $55.00 per share; Thereafter, and on or before July 1, 19-10 at the redemption price of $53.75 per share; Thereafter, at the redemption price of $52.50 per shave:-- together with an amount in each case equal to any unpaid dividends accumulated or accrued thereon to the date fixed for redemption. If less than the whole amount of the outstanding Convertible Preferred Stock shall lie redeemed at any time, the shares thereof so to he redeemed shall cither be selected 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 Director* may determine. Notice of such redemption shall he mailed to each holder of Convertible Preferred Stock so to be redeemed at his address as the same shall appear on the hooks of the Company not less titan thirty (30) days nor more than sixty (60) days prior to the redemption date and if less than all of the shares of Convertible Preferred Stockowned by such shareholder are to lie redeemed the notice shall specify the number of such shares'thereof which are redeemed. If such notice of redemption shall have lieen duly given and if on or before the redemption date specified . in such notice ail funds necessary for such redemption shall have been set aside so as to lie avail able therefor, then from and after the date of redemption so fixed, notwithstanding that any certifi cate for the shares of Convertible Preferred Stock so called for redemption shall not have been sur rendered for cancellation, the shares represented thereby sltall no longer lie deemed outstanding and the right to receive dividends tliercon sltall cease to accrue and all rights with rcsjiect to such GLD0181R6 3 shares of Convertible Preferred Stock so called for redemption shall forthwith on such redemption date cease and terminate, except only the right of the holders thereof to receive the amount payable upon redemption thereof hut without interest. The Company, after giving such notice of any such redemption and prior to the redemption date specified in such notice, may deposit in trust, for tlte account of the holders of the Convertible Preferred Stock so to l>c redeemed with a kink or trust company in good standing, in the City of Cleveland or in the City of New York, organized under the laws of the United States of America nr any State thereof, having a capital, undivided profits and surplus aggregating at least $5,000,000, ail funds necessary for such redemption and thereupon all shares of Convertible Preferred Stock with respect to which such deposit sliall have been made shall no longer lie deemed to be outstanding and all rights with respect to such shares of Convertible Preferred Stock shall forthwith upon such deposit in trust cease ami terminate except only the right of the holders thereof to receive the amount payable upon the redemption thereof hut without interest. The Company may also at such times as the Hoard of Directors may determine and at prices less than the redemption price then in effect as said Hoard may propose purchase for redemption at public or private sale, the whole or any part of said Convertible Preferred Stock. All or any shares of the Convertible Preferred Stock redeemed or purchased as aforesaid may, in the discretion of the Board of Directors, he reissued at any time. (6) Co n v er s io n Pr iv il e g e. Sliares of Convertible Preferred Stock may at the option of the holder thereof be converted at any time (unless the same stall have been called far previous re demption and in that event at any time prior to the redemption date specified in the notice of re demption) into shares of Common Stock of the Company at the following rates, namely, until and including March 1, 1937 (herein called the First Conversion Period) at tlte rate of one (1) share of Convertible Preferred Stock for one (1) share of Common Stock; thereafter and until and including March 1, 1939 (herein called the Second Conversion Period) at the rate of one (1) share of Convertible Preferred Stock for nine-tenths (9/10ths) of a share of Common Stock; thereafter and until and including March 1, 1941 (herein called the Third Conversion Period) at the rate of one (1) share of Convertible Preferred Stock for eight-tenths (8/10ths) of a share of Common Stock; and thereafter so long as any Convertible Preferred Stock is outstanding (herein called the Fourth Conversion Period) at the rale of one (1) stave of Convertible Preferred Stock for seven-tenths (7/10ths) of a stare of Common Stock. As used in this subsection the. term "conversion rate current" at a particular time shall mean the above stipulated stare or fraction . of a stare of Common Stock into which conversion may be made for the respective conversion' periods as defined in this paragraph. If at any time or from time to time while any shares of Convertible Preferred Stock are outstanding, the Company shall issue or sell upon original issue thereof any Common Stock in addition to (a) 800,000 shares of Common Stock outstanding on April 24, 1936 and (b) shares issued upon conversion ol Convertible Preferred Stock, at a price less than: $50.00 per share in the First Conversion Period, __ $55.55 per share in the Second Conversion Period, $62.50 per share in the Third Conversion Period, $71.43 per share in the Fourth Conversion Period, then and thereafter until another issue or sale upon original issue ol such additional shares of .Common Stock, the amount of Common Stock to be issued in conversion of the stares of Con vertible Preferred Stock shall lie immediately increased and if there lie more than one issue or sale upon original issue, then such amount of stares of Common Stock to lie issued in conversion shall thereupon lie recomputed (but never in any Conversion Period decreased below the con version rate current for that period) so that the amount of sliares of Common Stock to be issued in conversion of shares of Convertible Preferred Stock stall never lie less than a fraction repre sented by fifty (50), as the numerator, and the average consideration received or deemed to have been received, as lierein provided, by the Company for each stare of Common Stock theretofore issued, as the'denominator. For (lie purpose nf computing such average consideration; (a) Tlic 800,000 shares of Common Stock outstanding on April 24, 1936 and all shares of Common Stock issued in conversion of sliares of Convertible Preferred Stock prior to the time of computation shall be deemed to tavc been issued at the above mentioned price in dollars current at the time of computation, that is to say, $50 per stare in the First Conversion Period, $55.55 |ier share in the Second Conversion Period, $62.50 per share in the ThircJ Conversion Period and $71.43 per share in the Fourth Conversion Period; (b) Ail additional shares of Common Stock issued by way of stock dividend or in exciiange for outstanding.shares of Common Stock, but only to the extent of the excess in number over the sliares retired, shall be deemed to be issued for a consideration of no value; GLD018187 (c) All additional shares of Common Stock issued for money shall be deemed to be issued for a consideration equal to the money received by the Company therefor without deduction of such reasonable commission or discount as may have been paid for underwriting or marketing; (d) All additional shares of Common Stock issued for consideration other than money shall lie deemed to have lieen issued for an amount equivalent to the average consideration (com puted as herein provided) received by the Company for all shares of Common Stock there tofore issued; ^ (e) In the event tliat while any sliares of the Convertible Preferred Stock are out standing the Company shall in any Conversion Period issue any shares or obligations of any character convertible into shares of Common Stock (in addition to the Convertible Preferred Stock herein provided for) at a price per common share lower than the price reflected in the conversion rate current at the time of such issue, the maximum number of sliares of Common ' Stock required for conversion at the unadjusted price or rate at which the whole of such new shares or obligations shall lie convertible shall lie deemed, for the purpose of computation hereunder, to have been issued at such unadjusted conversion price available to such new shares or obligations. (f) Upon any such computation in each successive Conversion Period subsequent to the First Conversion Period there shall be added to the actual consideration received upon issue of any shares of Common Stock under the foregoing subdivisions (c), (d) and (e) in any preceding Conversion Period, a percentage thereof necessary to equalize the same to the conversion rate current at the time of computation, that is to say, in the Second Conver sion Period 11.1111% of actual consideration received therefrom in the First Conversion Period; in tlie Third Conversion Period 25% of actual consideration received therefrom in the First Conversion Period and 12.5112% of actual consideration received therefrom in the Second Conversion Period; and in the Fourth Conversion Period 42.86% of actual con sideration received therefrom in the First Conversion Period, 28.5868% of actual considera tion received therefrom in the Second Conversion Period and 14.2S8% of actual consideration received therefrom in the Third Conversion Period. Whenever such average consideration per share so computed is less than the dollars per share above specified for the Conversion Period in which such cdiiiputaticm is made, then for the remainder of such Conversion Period, or until the next following rccompiitation, if that shall happen in the same Conversion Period, the amount of shares of Common Stock to lie issued upon conversion of sliares of Convertible Preferred Stock shall he such fraction of a share as is repre sented by fifty (50), as the numerator, and such average consideration per share so computed, as the denominator. If such fraction so computed is less than the conversion rate current at the time of computation, the shares of Convertible Preferred Stick 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, of any capital reorganization or reclassification of the capital stock of the Company or of the con solidation or merger of the Company with or into another corporation or of the dissolution, liquida tion or winding up of the Company or of the sale, lease, conveyance or transfer of all or sub stantially 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 ac cording to the Company's records, at least twenty (20) days' prior written notice thereof, and of the date as of or after which such reclassification, reorganization, consolidation, merger, dissolu tion, liquidation, winding up or sale, lease, conveyance or transfer sliall take place, as the case may be, and such notice shall also specify the date as of which shareholders of record shall be entitled to exchange their shares for other slock or securities of the Company pursuant to such reclassifica tion or reorganization or for such other stock or securities of the corporation resulting from such merger or consolidation or to receive their respective distributive sliares in the event of such dis solution, liquidation, winding up or sale, lease, conveyance or transfer, as the case may be; to the end that during such period of twenty (20) days the holders of the shares of Convertible Preferred Stock may at their option surrender such shares for conversion into shares of Common Stock and thereby be entitled in respect of the shares to which they sliall lie entitled upon such conversion to receive such distribution to the extent that tinklers of shares of Common Stock may at the time be entitled to receive the same. In case the Company at any time while any of the shares of Convertible Preferred Stock shall remain outstanding shall be consolidated with or merged into any oilier corporation or corporations or shall sell or lease all or substantially all of its property and business as an entirety to another corporation, lawful provision shall be made as part of the terms of such consolidation, merger, sale GLD0X81B8 5 or lease tliat the holder of any shares of Convertible Preferred Stock may lliereafter receive in lien of each sltare of Common Stock otherwise -issuable to him iijion conversion of his shares of Convertible Preferred Stock, but at the conversion rate which would otherwise lie in effect at the time of, conversion as herein provided, the same kind and amount of securities (including in such term stock of any class nr classes) or assets as may be issuable, distributable or payable upon such consolidation, merger, sale or lease with resjxtct to each share of Common Stock of the Company; and after such.consolidation, merger, sale or lease the conversion right of the holder . of sliares of Convertible Preferred Stock shall be to receive such securities or assets; provided that the rights of the holders of shares of Convertible Preferred Stock witli respect to adjustment or increase in the current conversion rate of Common Stock upon conversion shall not survive or be of any effect after such consolidation or merger witli or sale or lease to another corjxiration. Upon any conversion of shares of Convertible Preferred Stock into shares of Common Stock no adjustment shall be made for any dividends on such sliares of Convertible Preferred Stock or for any dividends on the sliares of Common Stock. . The Company siiatl not issue fractional sliares of its Common Stock in satisfaction of die conversion privilege of the Convertible Preferred Stock liercin provided, but in lieu of fractional sliares the Company at its option may make a cash settlement in resfiect thereto on the basis of the closing bid price of the Common Stock on the date of conversion, or may issue scrip certificates (exciiangeahle together with other scrip certificate's aggregating one or more full shares for stock certificates representing such full share or shares) for any fraction of a share, in form to be ap proved by the Board of Directors of the Company. Until die exchange thereof for certificates for full shares of Common Stock, the holder of such serin certificates sliall not lie entitled to receive dividends thereon, to vote with respect thereto or to have any other rights hy virtue thereof as shareholders of the Company except such rights, if. any, as the Board of Directors may, in its absolute discretion, confer upon the bolder of such scrip certificates in die event of the dissolution of the Company. Any holder of shares of Convertible Preferred Slock desiring to exercise the right of conver sion herein provided, sliall surrender to the Coni[iauy at one of its then Stock Transfer Agencies for the shares of Convertible Preferred Stock, the certificate (s) fur the share or shares of Convertible Preferred Stock so to lie converted, duly endorsed for transfer to the Company.. In case any of such sliares of Convertible Preferred Stock shall have been called for redemption, the same shall, nevertheless, be so convertible upon such surrender for such purpose, at any time prior to the date of redemption. Tile conversion right of holders' of shares of Convertible Preferred Stock shall lie deemed to have been exercised and the holders exercising die same to have liecome holders of record of sliares of Common Stock of the Conqiany for all purposes on the respective dates of surrender of the certificates representing Convertible Preferred Stork for conversion as hereinbefore provided, notwithstanding any delay in die delivery of certificates for the shares of Common Stock into which converted and of cash adjustments or scrip, if any. The Company shall |iay any and all taxes which may be imposed in respect of the issuance and delivery of sliares of Common Stock upon conversion of shares of Convertible 1`reierred Stick, pursuant to the provisions iof this section; provided, however, that the Comjiany shall not be re quired, 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 sliare or shares of Convertible Preferred Stock surrendered for conversion. The Company sliall at all times reserve and keep available, out of its authorized and unissued stock, solely for the-purpose of effecting the conversion of sliares of Convertible Preferred Stock, such number of shares of Common Stock as sliall from time to time lie sufficient to effect die con version of all shares of Convertible Preferred Stock then outstanding. The Company sliall from time to time, in accordance with the laws of the State of Ohio, increase the authorized amount of its shares of Common Stock if at any time die nmnlier of sliares of Common Stock remaining unissued shall not be sufficient to permit (lie conversion of all of (lie then outstanding shares of Convertible Preferred Stock. Upon the conversion of sliares of Convertible Preferred Stock under the provisions of this subsection, the shares of Convertible Preferred Slock surrendered pursuant to such conversion shall lie cancelled and not again reissued. # (7) Su bs c r ipt io n Rio iit s : No holder of Convertible Preferred Stock shall he entitled as such as a matter of right to stihscrilie for or purchase any part of any new or additional issue of stock, or securities convertible into stock of any class wliatever whether now or hereafter authorized and whether issued for cash, property, services or otherwise. GLD0181B9 6 (8) I.lQUinATIOM ANo Dis s o mit io n . In the event of any liquidation, dissolution or winding up of the affair* of the Company or any distribution of its capital whether voluntary or involuntary the holder* of the Convertible Preferred Stock shall lie entitled to receive in cash the par value thereof together with all unpaid dividends accumulated nr accrued thereon to the date fixed for the payment of such distributive amounts, before any payment is made to the luthiers of the Common Stock. After such payment to the holders of the Convertible Preferred Stock the remaining assets and funds of the Company sltall lie divided and distributed among the holders of the Common Stock then outstanding according to their respective shares. Section 3. The terms and provisions of the Common Stock are as follows: (1) The holders of the Cnnuuon Slock shall lie entitled at all times to one vole for each such share subject, however, to the voting rights vested in the holders of the Convertible Preferred Stock as hereinbefore provided. (2) The holders of the shares of Common Slock shall have no preemptive right to pur chase nr have offered to them for purdmse any of the shares of Common Stock which at any time shall lie required for issuance in satisfaction of the conversion rights of the holders of outstanding shares of Convertible Preferred Stock. (3) The authorization in the manner provided by law of any new class of shares ranking senior to the Common Stock as to dividends or assets and with terms and provisions determined in accordance witli law, or the increase in the authorized number of sliares of any das. shall not lie deemed to lie an alteration of the terms and provisions of the Common Stock. Fif t h : The amount of stated capital of the Company shall lie Fifty Hollars ($50.00) for each share of Convertible Preferred Stock and Five Dollars ($5.00) for each share of Common Stock now outstanding, making an aggregate of Fourteen Million Dollars ($14,000,000.00) at the time of the filing of these amended Articles. Six t h : The shares of Common Stock may tie issued at any time or from time to time for such consideration in cash or property as may lie fixed from lime to time by the Hoard of Directors without shareholders' action, which Hoard is also authorized to determine what portions of such consideration shall lie allotted to stated capital and surplus res(iectivcly and said Hoard may also determine the fair value to the Company of considerations other than money where such fair value can lie immediately or readily determined, and where such fair value cannot he so immediately or readily determined to approve such consideration. Se v k n t u : Shareholders shall possess no preemptive or other rights in fractional shares whether resulting from the declaration and ]>ayinent of dividends in shares or otherwise howsoever, and as to such fractions the Hoard of Directors is authorized to sell and dispose of the same from time to time for such amount of consideralion as it may fix and determine without shareholders' action. Kic iit h : Without derogation from any other power to purchase shares of the Company as permitted by law, the Hoard of Directors may purchase tiny of the Company's issued shares to the extent of surplus in the manner permitted by law. Nin t h : These amended Articles shall supersede and lake the place of the heretofore existing Articles of the Company. In Wit n es s Wiik h k o f , The Gliddcn Company has caused its name to be hereunto subscribed by Adrian IX Joyce, its President, and its corporate seal to lie hereunto affixed, attested hy Clifton M. Kolli, its Secretary, this second day of July, 1936. Tu b Gi.tnnF.jt Con f a n y , Ao k ian D. Jo y c r , President. GLD018190 Attest: Cu it o n M. Ko mi, Secretary. 7 St a t e o f Oh io , Cu v a h o c a Co u n t y . ss: Wc, Ad r ian D. Jo y c e, President, and Cl if t o n M. Ko mi, Secretary, of The Glidden Company, an Ohio corporation, do hereby certify and acknowledge that the foregoing amended Articles were authorized and adopted hy the vote of the holders of shares of said corporation entitling them to exercise two-thirds of the voting power of the corporation on such proposal (the Articles requiring no other vote) at a meeting thereof duly called and held at the princi(Ktl office of the corporation in the City of Cleveland, Ohio, on the second day of July, and as such officers wc were authorized hy such affirmative vote to fde such amended Articles in the office of the Secretary of State of Oliio to supersede and to lake the place of the heretofore existing Articles. Ad r ian 15. Jovrit, Cl if t o n M. Kiii.ii. Sw o r n To before me and Su b s c r ib e d and Ac k n o w l ed g e d in my presence by the above named Ad r ia n D. Jo y c e and Cl if t o n M. Ko l b, President and Secretary, respectively, of Tiik Gl id d e n Co mp an y , this second day of July, 1936. . C. C. Har t , Notary Public. (s e a l ) My Com. Exp. Oct. 9, 1938. J CLD0I8191