7
system, and any reference to a certificated share means any share other than an
uncertificated share;
(j)
where the Company has a power of sale or other right of disposal in relation to any
share, any reference to the power of the Company or the board to authorise a
person to transfer that share to or as directed by the person to whom the share
has been sold or disposed of shall, in the case of an uncertificated share, be
deemed to include a reference to such other action as may be necessary to enable
that share to be registered in the name of that person or as directed by him; and
(k)
references to enactments are to such enactments as are from time to time
modified, re-enacted or consolidated and shall include any enactment made in
substitution for an enactment that is repealed.
1.3
The headings herein are for convenience only and shall not affect the construction of these
Articles.
2.
Preliminary
2.1
The preliminary expenses incurred in forming the Company may be discharged out of the
funds of the Company.
3.
Share Capital
3.1
The share capital of the Company is as specified in the Memorandum of Association as at
the date of adoption of these Articles and the shares of the Company shall have the rights
and be subject to the conditions contained in these Articles.
4.
Shares
4.1
Without prejudice to any special rights for the time being conferred on the holders of any
class of shares (which special rights shall not be varied or abrogated except with such
consent or sanction as is required by Article
and subject to the Law) any share in the
Company (including any share created on an increase or other alteration of share capital)
may be issued with such preferred, deferred or other special rights, or such restrictions,
whether in regard to dividends, return of capital, voting or otherwise, as the Company may
from time to time, by Special Resolution, determine.
4.2
The unissued shares for the time being in the capital of the Company shall be at the
disposal of the board, and it may (subject to the provisions of Articles
and
allot,
grant options over, or otherwise dispose of them to such persons at such times and on
such terms as it thinks proper, but so that no shares shall be issued at a discount.
Pre-emption rights
4.3
Subject to Article
each of the Members shall have the right to purchase its pro-rata
share of New Securities in the manner set out below.
4.4
If the Company proposes to issue New Securities, it shall give each of the Members written
notice of its intention, describing the New Securities, their price, and their general terms of
issuance, and specifying the pro-rata share of such issuance for each Member of the
Company (the "
Issue Notice
"). Each Member shall have fifteen (15) days after any such
notice is delivered (the "
Notification Date
") to give the Company written notice that it
agrees to purchase part or all of its pro-rata share of the New Securities for the price and
on the terms specified in the Issue Notice (the "
Subscription Notice
"). Each Member
may also notify the Company in the Subscription Notice that it is willing, subject to these
Articles, to buy a specified number of the New Securities in excess of its pro-rata share of
such issuance ("
Additional Securities
") for the price and on the terms specified in the
Issue Notice.
4.5
For the avoidance of doubt, the Company shall not issue any New Securities until after the
Notification Date.
