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Trusts for Rosalie Stone Morris, Charles Hill
Morris, Jr., and Rosalie Morris (the “Morris New
Trusts”), and the New Trusts for Chris Stone,
Frances Stone and Rosalie Stone shall have the
right (but not the obligation) to dispose of their
entire holding of Common Stock in the IPO and in a
subsequent offering, should they choose to do so.
Mary Stone Fraser and Rosalie Stone Morris shall
have the right to sell their directly owned shares
in either the initial or subsequent offering.
* * *
J. SALE OF THE COMPANY
The Board, with the approval of the share-
holders * * * may effect a sale of the Company or
other sale involving all of the stock or substan-
tially all of the assets of the Company upon such
terms and conditions as shall be determined by the
Board.
* * * * * * *
M. DIVIDEND PAYMENTS
(a) To the extent actually permitted under
all financing arrangements to which SMC
is a party, SMC shall pay a dividend to
the shareholders in 1997 of $1 million
for fiscal year 1996 to shareholders of
record as of December 31, 1996. * * *
(b) Mandatory dividends on all Common Stock
of SMC shall be determined, and to the
extent permitted under all financing
arrangements to which SMC is a party
paid to the shareholders as soon as
practicable after the end of each fiscal
year in which consolidated net after-tax
earnings * * * for that year exceed $5
million * * *.
* * * * * * *
VII. IMPLEMENTATION AND JURISDICTION
* * * * * * *
B. CONTINUING JURISDICTION AND FURTHER ASSURANCES
The parties agree to take whatever additional
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