8
4.6
If any Member has indicated that it is willing to buy Additional Securities, the Company
shall give written notice to that Member of the total number of New Securities not taken up
by other Members ("
Unpurchased Securities
") within five (5) days of the expiry of the
fifteen (15) day period referred to in Article
Such notice shall specify the particulars
of the payment process for the New Securities to be purchased by that Member pursuant
to its Subscription Notice.
4.7
On the tenth (10th) Business Day after expiry of the fifteen (15) day period referred to in
Article
(a)
each Member which has given a Subscription Notice shall subscribe for the number
of its pro-rata shares specified in its Subscription Notice;
(b)
if any Member which has given a Subscription Notice has indicated that it is willing
to buy Additional Securities, it shall also subscribe for the lower of the number of
Additional Securities and the number represented by such proportion of the
number of Unpurchased Securities as represents its pro rata holding of shares as
against other holders of shares willing and entitled to buy Additional Securities;
(c)
each Member which has given a Subscription Notice shall pay the relevant
consideration to the Company or relevant registrar;
(d)
the Company shall register in the Register and in the name of each Member which
has given a Subscription Notice the number of New Securities for which that
Member has subscribed; and
(e)
the Company shall issue new certificates to each Member which has given a
Subscription Notice representing the number of New Securities for which that
Member has subscribed.
4.8
"
New Securities
" shall mean any shares of the Company or any Share Equivalents,
including already existing shares of the Company; provided, that the term "New Securities"
does not include:
(a)
shares (or options to purchase shares) issued or issuable to officers, directors and
employees of, or consultants to, the Company pursuant to an Employee Plan that
has been approved by the board;
(b)
shares issuable upon the exercise or conversion of Share Equivalents in existence
as of the date of these Articles;
(c)
shares issued or issuable in connection with any bonus offer of shares by the
Company; and
(d)
shares issued or issuable in connection with any stock split or stock dividend of the
Company.
For the avoidance of doubt, any reference in Articles
to
to the issue of New
Securities which comprise Share Equivalents includes the issue of Share Equivalents but
not the allotment or issue of shares issuable pursuant to such Share Equivalents.
Disapplication of pre-emption rights
4.9
The Company may from time to time resolve, by special resolution, that the board be
given power to allot New Securities and, on the passing of the resolution, the board shall
have power to allot (pursuant to that authority) New Securities as if Articles
to
did
not apply to the allotment but that power shall be limited to the allotment of New
Securities having a nominal amount not exceeding in aggregate the sum specified in the
special resolution or a nominal amount not specified in the special resolution but which will
be determined by the application of an equation or formula set out in the special
resolution, and unless previously revoked, that power shall (if so provided in the special
resolution) expire on the date specified in the special resolution of the Company. The
