6
for, or which carry a right to subscribe for or purchase, shares of the Company or any
instrument or certificate representing a beneficial ownership interest in the shares of the
Company, including global depositary receipts or American depositary receipts.
"
Sole Directorship Resolution
" has the meaning given in Article
"
Special Resolution
" means a resolution of the Company passed as a special resolution
in accordance with the Law.
"
Statutes
" means the Law and every other statute, statutory instrument, regulation or
order for the time being in force concerning companies registered under the Law including,
for the avoidance of doubt, the Electronic Communications (Jersey) Law 2000 and the
Uncertificated Securities Order.
"
Subscription Notice
" has the meaning given in Article
"
treasury shares
" means those shares held by the Company in treasury in accordance
with Article 58A of the Law.
"
Uncertificated Securities Order
" means the Companies (Uncertificated Securities)
(Jersey) Order 1999.
"
Unpurchased Securities
" has the meaning given in Article
"
Written Instruments
" means any document or instrument in writing and includes
contracts, agreements, deeds, mortgages, hypothecs, charges, conveyances, transfers,
assignments, releases, receipts, discharges, all paper writings, all cheques, drafts or
orders for the payment of money and all notes, acceptances and bills of exchange.
1.2
In these Articles, unless inconsistent with the subject or context:
(a)
the word "may" shall be construed as permissive and the word "shall" shall be
construed as imperative;
(b)
the word "signed" shall be construed as including a signature or representation of
a signature affixed by mechanical or other means;
(c)
the words "in writing" shall be construed as including written, printed, telexed,
electronically transmitted or any other mode of representing or reproducing words
in a visible form;
(d)
words importing "persons" shall be construed as including companies or
associations or bodies of persons whether incorporated or unincorporated; words
importing the singular number shall be construed as including the plural number
and vice versa; words importing one gender only shall be construed as including
any other gender;
(e)
a reference to the Company being a private company or a public company is a
reference to such status as determined for the time being in accordance with the
Law;
(f)
the word "includes" shall mean "includes without limitation";
(g)
references to the word "dividend" includes any "distribution" as defined in Article
114 of the Law;
(h)
where any expression is defined or the interpretation of it is set out herein, other
parts of speech of such expression shall have a corresponding meaning;
(i)
any reference to an uncertificated share, or to a share being held in uncertificated
form, means a share title to which may be transferred by means of a relevant
