Griffin Paper Corporation - Page 14

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               holders of the Preferred Stock shall be entitled in                    
               dissolution, then such assets shall be distributed to                  
               the holders of the Preferred Stock in proportion to the                
               respective amounts which they would be entitled to                     
               receive if paid in full.  After the payment in full of                 
               the sum per share hereinabove described to the holders                 
               of record of the Preferred Stock then outstanding, the                 
               holders of outstanding shares of Common Stock of the                   
               Corporation shall be entitled to receive any balance of                
               the assets then remaining and the shares of the                        
               Preferred Stock shall not be entitled to share therein.                
               No liquidation or other act of the Corporation shall be                
               construed as a dissolution, voluntary or involuntary,                  
               unless approved by the stockholders in the manner                      
               provided by law.                                                       
                    (d)  Voting Rights.  Except as provided by law,                   
               the Preferred Stock shall not be entitled to vote.                     
                                    Common Stock                                      
                    (a)  Dividends.  The holders of shares of Common                  
               Stock shall be entitled to receive dividends from time                 
               to time when and as declared by the Board of Directors                 
               out of funds legally available therefor.                               
                    (b)  Dissolution.  In the event of any dissolution                
               of the Corporation, after the debts of the Corporation                 
               shall have been paid or provided for, and after the                    
               holders of the Preferred Stock shall have received the                 
               preferential distribution to which they are entitled as                
               hereinabove set forth, all of the remaining assets of                  
               the Corporation shall belong to and shall be                           
               distributed ratably among the holders of the Common                    
               Stock.  No liquidation or other act of the Corporation                 
               shall be considered as a dissolution, voluntary or                     
               involuntary, unless approved by the stockholders in the                
               manner provided by law.                                                
                    (c)  Voting Rights.  At every meeting of the                      
               stockholders of the Corporation, the holders of record                 
               of shares of Common Stock entitled to vote thereat                     
               shall be entitled to one vote for each such share held.                
               Under the Pulp Sales Agreement, KKO agreed to purchase                 
          80,000 short tons per year of the output of the pulp mill, and              
          KKO was entitled to a 3-percent discount from the announced list            




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Last modified: May 25, 2011