Common use of Lien on Shares Clause in Contracts

Lien on Shares. 13.1 The Company shall have a first and paramount lien on all Shares (whether fully paid-up or not) registered in the name of a Member (whether solely or jointly with others) for all debts, liabilities or engagements to or with the Company (whether presently payable or not) by such Member or his estate, either alone or jointly with any other person, whether a Member or not, but the Directors may at any time declare any Share to be wholly or in part exempt from the provisions of this Article. The registration of a transfer of any such Share shall operate as a waiver of the Company’s lien thereon. The Company’s lien on a Share shall also extend to any amount payable in respect of that Share. 13.2 The Company may sell, in such manner as the Directors think fit, any Shares on which the Company has a lien, if a sum in respect of which the lien exists is presently payable, and is not paid within fourteen clear days after notice has been received or deemed to have been received by the holder of the Shares, or to the person entitled to it in consequence of the death or bankruptcy of the holder, demanding payment and stating that if the notice is not complied with the Shares may be sold. 13.3 To give effect to any such sale the Directors may authorise any person to execute an instrument of transfer of the Shares sold to, or in accordance with the directions of, the purchaser. The purchaser or his nominee shall be registered as the holder of the Shares comprised in any such transfer, and he shall not be bound to see to the application of the purchase money, nor shall his title to the Shares be affected by any irregularity or invalidity in the sale or the exercise of the Company’s power of sale under the Articles. 13.4 The net proceeds of such sale after payment of costs, shall be applied in payment of such part of the amount in respect of which the lien exists as is presently payable and any balance shall (subject to a like lien for sums not presently payable as existed upon the Shares before the sale) be paid to the person entitled to the Shares at the date of the sale.

Appears in 3 contracts

Samples: Business Combination Agreement (RMG Acquisition Corp. II), Merger Agreement (Sonus Networks Inc), Merger Agreement (VanceInfo Technologies Inc.)

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Lien on Shares. 13.1 (1) The Company shall have a first and paramount lien and charge on all Shares shares (whether fully paid-up or notnot or whether subject to a condition or contingency) registered in the name of a Member (whether solely or jointly with others) for all debts, liabilities or engagements to or with the Company (whether presently payable or notnot or whether subject to a condition or contingency) by such Member or his or her estate, either alone or jointly with any other personPerson, whether a Member or not, but the Directors Board may at any time declare any Share share to be wholly or in part exempt from the provisions of this ArticleBye-law. The registration of a transfer of any such Share share shall operate as a waiver of the Company’s lien (if any) thereon. The Company’s lien (if any) on a Share share shall also extend to any amount all dividends or other monies payable in respect of that Sharethereof. 13.2 (2) The Company may sellsell or purchase , in such manner and on such terms (including price) as the Directors Board think fit, any Shares shares on which the Company has a lien, if but no sale or purchase shall be made unless a sum in respect of which the lien exists is then presently payable, and is not paid within nor until the expiration of fourteen clear days after a notice in writing stating and demanding payment of such part of the amount in respect of which the lien exists as is presently payable, has been received or deemed given to have been received by the holder of the Sharesrelevant Member, or the Person, of which the Company has notice, entitled thereto by reason of such Member’s death or bankruptcy. Effective upon such sale or purchase, any certificate representing such shares prior to such sale shall become null and void, whether or not it was actually delivered to the person entitled to it in consequence of the death or bankruptcy of the holder, demanding payment and stating that if the notice is not complied with the Shares may be soldCompany. 13.3 (3) To give effect to any such sale the Directors Board may authorise any person some Person to execute an instrument of transfer of the Shares shares sold to, or in accordance with to the directions of, the purchaserpurchaser thereof. The purchaser or his nominee shall be registered as the holder of the Shares shares comprised in any such transfer, and he shall not be bound to see to the application of the purchase money, nor shall his or her title to the Shares shares be affected by any irregularity or invalidity in the sale or proceedings in reference to the exercise of the Company’s power of sale under the Articlessale. 13.4 (4) The net proceeds of such sale after payment of costs, or purchase shall be received by the Company and applied in payment of such part of the amount in respect of which the lien exists as is presently payable and any balance the residue, if any, shall (subject to a like lien for sums not presently payable as existed upon the Shares shares before the sale) be paid to the person relevant Member or the Person entitled to the Shares shares at the date of the sale.

Appears in 2 contracts

Samples: Agreement and Plan of Amalgamation (Max Capital Group Ltd.), Agreement and Plan of Amalgamation (Ipc Holdings LTD)

Lien on Shares. 13.1 15.1 The Company shall have a first and paramount lien on all Shares (whether fully paid-up or not) registered in the name of a Member (whether solely or jointly with others) for all debts, liabilities or engagements to or with the Company (whether presently payable or not) by such Member or his estate, either alone or jointly with any other person, whether a Member or not, but the Directors may at any time declare any Share to be wholly or in part exempt from the provisions of this Article. The registration of a transfer of any such Share shall operate as a waiver of the Company’s 's lien thereon. The Company’s 's lien on a Share shall also extend to any amount payable in respect of that Share. 13.2 15.2 The Company may sell, in such manner as the Directors think fit, any Shares on which the Company has a lien, if a sum in respect of which the lien exists is presently payable, and is not paid within fourteen clear days after notice has been received or deemed to have been received by the holder of the Shares, or to the person entitled to it in consequence of the death or bankruptcy of the holder, demanding payment and stating that if the notice is not complied with the Shares may be sold. 13.3 15.3 To give effect to any such sale the Directors may authorise any person to execute an instrument of transfer of the Shares sold to, or in accordance with the directions of, the purchaser. The purchaser or his nominee shall be registered as the holder of the Shares comprised in any such transfer, and he shall not be bound to see to the application of the purchase money, nor shall his title to the Shares be affected by any irregularity or invalidity in the sale or the exercise of the Company’s 's power of sale under the Articles. 13.4 15.4 The net proceeds of such sale after payment of costs, shall be applied in payment of such part of the amount in respect of which the lien exists as is presently payable and any balance shall (subject to a like lien for sums not presently payable as existed upon the Shares before the sale) be paid to the person entitled to the Shares at the date of the sale.

Appears in 2 contracts

Samples: Investment Agreement (FGL Holdings), Business Combination Agreement (Boulevard Acquisition Corp. Ii)

Lien on Shares. 13.1 14.1 The Company shall have a first and paramount lien on all Shares (whether fully paid-up or not) registered in the name of a Member (whether solely or jointly with others) for all debts, liabilities or engagements to or with the Company (whether presently payable or not) by such Member or his their estate, either alone or jointly with any other person, whether a Member or not, but the Directors may at any time declare any Share to be wholly or in part exempt from the provisions of this Article. The registration of a transfer of any such Share shall operate as a waiver of the Company’s lien thereon. The Company’s lien on a Share shall also extend to any amount payable in respect of that Share. 13.2 14.2 The Company may sell, in such manner as the Directors think fit, any Shares on which the Company has a lien, if a sum in respect of which the lien exists is presently payable, and is not paid within fourteen (14) clear days after notice has been received or deemed to have been received by the holder of the Shares, or to the person entitled to it in consequence of the death or bankruptcy of the holder, demanding payment and stating that if the notice is not complied with with, the Shares may be sold. 13.3 14.3 To give effect to any such sale sale, the Directors may authorise authorize any person to execute an instrument of transfer of the Shares sold to, or in accordance with the directions of, the purchaser. The purchaser or his their nominee shall be registered as the holder of the Shares comprised in any such transfer, and he they shall not be bound to see to the application of the purchase money, nor shall his their title to the Shares be affected by any irregularity or invalidity in the sale or the exercise of the Company’s power of sale under the Articles. 13.4 14.4 The net proceeds of such sale after payment of costs, shall be applied in payment of such part of the amount in respect of which the lien exists as is presently payable and any balance shall (subject to a like lien for sums not presently payable as existed upon the Shares before the sale) be paid to the person entitled to the Shares at the date of the sale.

Appears in 2 contracts

Samples: Series B Preferred Share Subscription Agreement (GDS Holdings LTD), Series a Preferred Share Subscription Agreement (GDS Holdings LTD)

Lien on Shares. 13.1 The Company shall have a first and paramount lien on all Shares (whether fully paid-up or not) registered in the name of a Member (whether solely or jointly with others) for all debts, liabilities or engagements to or with the Company (whether presently payable or not) by such Member or his their estate, either alone or jointly with any other person, whether a Member or not, but the Directors may at any time declare any Share to be wholly or in part exempt from the provisions of this Article. The registration of a transfer of any such Share shall operate as a waiver of the Company’s lien thereon. The Company’s lien on a Share shall also extend to any amount payable in respect of that Share. 13.2 The Company may sell, in such manner as the Directors think fit, any Shares on which the Company has a lien, if a sum in respect of which the lien exists is presently payable, and is not paid within fourteen 14 clear days after notice has been received or deemed to have been received by the holder of the Shares, or to the person entitled to it in consequence of the death or bankruptcy of the holder, demanding payment and stating that if the notice is not complied with the Shares may be sold. 13.3 To give effect to any such sale the Directors may authorise any person to execute an instrument of transfer of the Shares sold to, or in accordance with the directions of, the purchaser. The purchaser or his their nominee shall be registered as the holder of the Shares comprised in any such transfer, and he they shall not be bound to see to the application of the purchase money, nor shall his their title to the Shares be affected by any irregularity or invalidity in the sale or the exercise of the Company’s power of sale under the Articles. 13.4 The net proceeds of such sale after payment of costs, shall be applied in payment of such part of the amount in respect of which the lien exists as is presently payable and any balance shall (subject to a like lien for sums not presently payable as existed upon the Shares before the sale) be paid to the person entitled to the Shares at the date of the sale.

Appears in 2 contracts

Samples: Merger Agreement (GLORY STAR NEW MEDIA GROUP HOLDINGS LTD), Merger Agreement (Pacifico Acquisition Corp.)

Lien on Shares. 13.1 The Company shall have a first and paramount lien on all Shares (whether fully paid-up or not) registered in the name of a Member (whether solely or jointly with others) for all debts, liabilities or engagements to or with the Company (whether presently payable or not) by such Member or his estate, either alone or jointly with any other person, whether a Member or not, but the Directors may at any time declare any Share to be wholly or in part exempt from the provisions of this Article. The registration of a transfer of any such Share shall operate as a waiver of the Company’s 's lien thereon. The Company’s 's lien on a Share shall also extend to any amount payable in respect of that Share. 13.2 The Company may sell, in such manner as the Directors think fit, any Shares on which the Company has a lien, if a sum in respect of which the lien exists is presently payable, and is not paid within fourteen clear days after notice has been received or deemed to have been received by the holder of the Shares, or to the person entitled to it in consequence of the death or bankruptcy of the holder, demanding payment and stating that if the notice is not complied with the Shares may be sold. 13.3 To give effect to any such sale the Directors may authorise any person to execute an instrument of transfer of the Shares sold to, or in accordance with the directions of, the purchaser. The purchaser or his nominee shall be registered as the holder of the Shares comprised in any such transfer, and he shall not be bound to see to the application of the purchase money, nor shall his title to the Shares be affected by any irregularity or invalidity in the sale or the exercise of the Company’s 's power of sale under the Articles. 13.4 The net proceeds of such sale after payment of costs, shall be applied in payment of such part of the amount in respect of which the lien exists as is presently payable and any balance shall (subject to a like lien for sums not presently payable as existed upon the Shares before the sale) be paid to the person entitled to the Shares at the date of the sale.

Appears in 1 contract

Samples: Business Combination Agreement (Magnum Opus Acquisition LTD)

Lien on Shares. 13.1 The 12.1 Save as provided in 12.6, the Company shall have a first and paramount lien on all upon the Shares (whether fully paid-up or not) registered in the name of a Member (whether solely or jointly with others) for all debts, liabilities or engagements amounts owed to or with the Company (by any Member, including the costs of any proceedings instituted by the Company against the Member, and whether presently the amount thereof is due and payable or not) by . 12.2 For the purposes of enforcing such Member or his estatelien, either alone or jointly with any other person, whether a Member or not, but the Directors may at any time declare any Share to be wholly or in part exempt from the provisions of this Article. The registration of a transfer of any such Share shall operate as a waiver of the Company’s lien thereon. The Company’s lien on a Share shall also extend to any amount payable in respect of that Share. 13.2 The Company may sell, in dispose of the Shares at such manner time or times and on such conditions as the Directors they may think fit, any Shares on which but subject always to the provisions as to the approval of the purchaser set out in the Articles of Association in relation to a transferee. No disposition shall be made in terms of this clause unless some amount is presently due and payable by the Member and has remained unpaid, notwithstanding 14 (fourteen) days notice in writing to the Member stating the amount of and demanding payment of such amount, and stating the intention of the Directors of the Company has a lienwith regard to such disposition, if payment is not made within the said period of 14 (fourteen) days. Notwithstanding the above, should the Shares be subject to a sum pledge in respect of which the lien exists Company had received prior written notice, such shares shall not be disposed of by the Company unless the Directors of the Company have given the pledgee 14 (fourteen) days notice of the default of the Member, notifying the pledgee that such shares will be disposed of free of the pledge if payment of the amount owed by the Member to the Company is presently payablenot made within the said period of 14 (fourteen) days. No pledgee shall have any prior claim against the Company but may be entitled to payment out of any surplus arising after the Company has received all moneys due and owing to it by the Member. 12.3 The net proceeds of any such disposition shall be applied in or towards satisfaction of the amount owed to the Company, and is not the balance, if any, shall, subject to the rights of any other aforementioned pledgee, be paid within fourteen clear days after notice has been received or deemed to have been received by the holder Member. 12.4 Upon any such disposition as aforesaid, the Directors of the Shares, or to Company may enter the person entitled to it purchaser’s name in consequence the register as a Member of the death or bankruptcy of the holder, demanding payment and stating that if the notice is not complied with the Shares may be sold. 13.3 To give effect to any such sale the Directors may authorise any person to execute an instrument of transfer of the Shares sold to, or in accordance with the directions of, the purchaser. The purchaser or his nominee shall be registered as the holder of the Shares comprised in any such transferCompany, and he the purchaser shall not be bound to see to the application of the purchase moneymoney , nor shall his title to the Shares be affected by any irregularity or invalidity in the sale proceedings in relation to the disposition. 12.5 An affidavit by a Director or the exercise Secretary of the Company’s power of sale under Company that the Articles. 13.4 The net proceeds of such sale after payment of costsShares have been duly sold in accordance with 12.2, shall be applied in conclusive evidence of the facts therein stated as against all persons claiming to be entitled to such shares or its proceeds, and such affidavit and the receipt of the Company of the purchase price of the Shares, shall constitute a good title to such Shares, and the validity of the sale may not be impeached by any person. 12.6 Should an Allocated Loan be delegated to the Members, then as security for payment of such part of the amount Allocated Loan by the Member, the Member shall pledge his interest in respect of which the Shares and this agreement to the Company. 12.7 The Company shall be entitled to cede and assign its right, title and interest in and to the pledge, if any, and/or the lien exists as is presently payable described in 12 and the Member undertake to be bound by any balance shall (subject to a like lien for sums not presently payable as existed upon the Shares before the sale) be paid to the person entitled to the Shares at the date of the salesuch cession.

Appears in 1 contract

Samples: Use Agreement

Lien on Shares. 13.1 The Company shall have a first and paramount lien on all Shares (whether fully paid-up or not) registered in the name of a Member (whether solely or jointly with others) for all debts, liabilities or engagements to or with the Company (whether presently payable or not) by such Member or his estate, either alone or jointly with any other personPerson, whether a Member or not, but the Directors may at any time declare any Share to be wholly or in part exempt from the provisions of this Article. The registration of a transfer of any such Share shall operate as a waiver of the Company’s 's lien thereon. The Company’s 's lien on a Share shall also extend to any amount payable in respect of that Share. 13.2 The Company may sell, in such manner as the Directors think fit, any Shares on which the Company has a lien, if a sum in respect of which the lien exists is presently payable, and is not paid within fourteen clear days after notice has been received or deemed to have been received by the holder of the Shares, or to the person Person entitled to it in consequence of the death or bankruptcy of the holder, demanding payment and stating that if the notice is not complied with the Shares may be sold. 13.3 To give effect to any such sale the Directors may authorise any person Person to execute an instrument of transfer of the Shares sold to, or in accordance with the directions of, the purchaser. The purchaser or his nominee shall be registered as the holder of the Shares comprised in any such transfer, and he shall not be bound to see to the application of the purchase money, nor shall his title to the Shares be affected by any irregularity or invalidity in the sale or the exercise of the Company’s 's power of sale under the Articles. 13.4 The net proceeds of such sale after payment of costs, shall be applied in payment of such part of the amount in respect of which the lien exists as is presently payable and any balance shall (subject to a like lien for sums not presently payable as existed upon the Shares before the sale) be paid to the person Person entitled to the Shares at the date of the sale.

Appears in 1 contract

Samples: Business Combination Agreement (TradeUP Global Corp)

Lien on Shares. 13.1 14.1 The Company shall have a first and paramount lien on all Shares (whether fully paid-up or not) registered in the name of a Member (whether solely or jointly with others) for all debts, liabilities or engagements to or with the Company (whether presently payable or not) by such Member or his estate, either alone or jointly with any other person, whether a Member or not, but the Directors Board may at any time declare any Share to be wholly or in part exempt from the provisions of this Article. The registration of a transfer of any such Share shall operate as a waiver of the Company’s lien thereon. The Company’s lien on a Share shall also extend to any amount payable in respect of that Share. 13.2 14.2 The Company may sell, in such manner as the Directors think Board thinks fit, any Shares on which the Company has a lien, if a sum in respect of which the lien exists is presently payable, and is not paid within fourteen (14) clear days after notice has been received or deemed to have been received by the holder of the Shares, or to the person entitled to it in consequence of the death or bankruptcy of the holder, demanding payment and stating that if the notice is not complied with the Shares may be sold. 13.3 14.3 To give effect to any such sale the Directors Board may authorise any person to execute an instrument of transfer of the Shares sold to, or in accordance with the directions of, the purchaser. The purchaser or his nominee shall be registered as the holder of the Shares comprised in any such transfer, and he shall not be bound to see to the application of the purchase money, nor shall his title to the Shares be affected by any irregularity or invalidity in the sale or the exercise of the Company’s power of sale under the these Articles. 13.4 14.4 The net proceeds of such sale after payment of costs, shall be applied in payment of such part of the amount in respect of which the lien exists as is presently payable and any balance shall (subject to a like lien for sums not presently payable as existed upon the Shares before the sale) be paid to the person entitled to the Shares at the date of the sale.

Appears in 1 contract

Samples: Business Combination Agreement (First Reserve Sustainable Growth Corp.)

Lien on Shares. 13.1 The 21.1 Save as provided in Paragraph 21.6 below the Company shall have a first lien upon every share for all amounts owed to it, including the costs of any proceedings instituted by the Company, and paramount lien on all Shares (whether fully paid-up the period for the payments thereof shall have actually arrived or not) registered in . 21.1.1 For the name purposes of a Member (whether solely or jointly with others) for all debtsenforcing such lien, liabilities or engagements to or with the Company (whether presently payable or not) by such Member or his estate, either alone or jointly with any other person, whether a Member or not, but the Directors may at any time declare any Share to be wholly or in part exempt from with the provisions of this Article. The registration of a transfer consent of any pledgee seller as referred to in Paragraph 21.6 below, sell the shares subject thereto at such Share shall operate as a waiver of the Company’s lien thereon. The Company’s lien on a Share shall also extend to any amount payable in respect of that Share. 13.2 The Company may sell, time or times and in such manner and upon such terms and conditions as they may think, but subject always to the prior rights of the pledgee seller referred to in paragraph 21.6 below, and to the provisions as to the approval of the purchaser set out in the Articles of Association in relation to a transferee. No sale shall be made in terms of this paragraph unless some sum is presently payable and has remained, notwithstanding FOURTEEN (14) days’ notice in writing to the Holder stating the amount of and demanding payment of such sum and stating the Directors think fitintention to sell if payment is not made within the said period of FOURTEEN (14) days. 21.1.2 Notwithstanding the above, should any Shares on which the Company has share be subjects to a lien, if a sum pledge in respect of which the lien exists is presently payableCompany has received prior written notice, and the said share shall not be sold by the Company unless the Directors have given the pledgee FOURTEEN (14) days’ notice of the default of the Holder, notifying the pledgee that the shares will be sold free of the pledge if payment of the amount owed by the Member to the Company is not paid made within fourteen clear days the said period of FOURTEEN (14) days. Save as provided in paragraph 21.6 below, no pledgee shall have any prior claim against the Company but shall be entitled to payment out of any surplus arising after notice the Company has been received or deemed all monies due and owing to have been received it by the holder of the Shares, or to the person entitled to it in consequence of the death or bankruptcy of the holder, demanding payment and stating that if the notice is not complied with the Shares may be soldHolder. 13.3 To give effect to 21.2 The net proceeds of any such sale shall be applied in or towards satisfaction of the amount owed to any pledgee seller who may have consented to the sale and thereafter to the Company and the balance (if any) shall, subject to the rights of any other aforementioned pledgee be paid to the member. 21.3 Upon any such sale as aforesaid, the Directors may authorise any person to execute an instrument of transfer enter the purchasers name in the register as a Member of the Shares sold to, or in accordance with the directions of, the purchaser. The purchaser or his nominee shall be registered as the holder of the Shares comprised in any such transferCompany, and he the purchaser shall not be bound to see to the application of the purchase money, nor shall his his/her/its title to the Shares shares be affected by any irregularity or invalidity in the sale or the exercise of the Company’s power of sale under the Articles. 13.4 The net proceeds of such sale after payment of costs, shall be applied proceedings in payment of such part of the amount in respect of which the lien exists as is presently payable and any balance shall (subject relation to a like lien for sums not presently payable as existed upon the Shares before the sale) be paid to the person entitled to the Shares at the date of the sale. 21.4 Save as provided for in paragraph 21.6, an affidavit by a Director of or the Secretary of the Company that a share has been duly sold in accordance with paragraph 21.6 shall be conclusive evidence of the facts therein stated, as against all persons claiming to be entitled to such share or its proceeds, and such affidavit and the receipt of the Company for the purchase price of the share, shall constitute a good title to such share and the validity of the sale may not be impeached by any person. 21.5 Notwithstanding anything to the contrary herein contained the rights of the Company recorded in this clause 21 shall be subordinated from time to time to the rights held by any seller of any shares in the Company under pledge from the purchaser thereof.

Appears in 1 contract

Samples: Use Agreement

Lien on Shares. 13.1 12.1 The Company shall have a first and paramount lien on all Shares (whether fully paid-up or not) registered in the name of a Member (whether solely or jointly with others) for all debts, liabilities or engagements to or with the Company (whether presently payable or not) by such Member or his his, her or its estate, either alone or jointly with any other person, whether a Member or not, but the Directors may at any time declare any Share to be wholly or in part exempt from the provisions of this Article. The registration of a transfer of any such Share shall operate as a waiver of the Company’s lien thereon. The Company’s lien on a Share shall also extend to any amount payable in respect of that Share. 13.2 12.2 The Company may sell, in such manner as the Directors think fit, any Shares on which the Company has a lien, if a sum in respect of which the lien exists is presently due and payable, and is not paid within fourteen (14) clear days after notice has been received or deemed to have been received by the holder of the Shares, or to the person entitled to it in consequence of the death or bankruptcy of the holder, demanding payment and stating that if the notice is not complied with the Shares may be sold. 13.3 12.3 To give effect to any such sale the Directors may authorise any person to execute an instrument of transfer of the Shares sold to, or in accordance with the directions of, the purchaser. The purchaser or his his, her or its nominee shall be registered as the holder of the Shares comprised in any such transfer, and he he, she or it shall not be bound to see to the application of the purchase money, nor shall his his, her or its title to the Shares be affected by any irregularity or invalidity in the sale or the exercise of the Company’s power of sale under the Articles. 13.4 12.4 The net proceeds of such sale after payment of costs, shall be applied in payment of such part of the amount in respect of which the lien exists as is presently payable and any balance shall (subject to a like lien for sums not presently payable as existed upon the Shares before the sale) be paid to the person entitled to the Shares at the date of the sale.

Appears in 1 contract

Samples: Business Combination Agreement (Queen's Gambit Growth Capital)

Lien on Shares. 13.1 18.1 The Company shall have a first and paramount lien on all Shares (whether fully paid-up or not) registered in the name of a Member (whether solely or jointly with others) for all debts, liabilities or engagements to or with the Company (whether presently payable or not) by such Member or his estate, either alone or jointly with any other person, whether a Member or not, but the Directors may at any time declare any Share to be wholly or in part exempt from the provisions of this Article. The registration of a transfer of any such Share shall operate as a waiver of the Company’s lien thereon. The Company’s lien on a Share shall also extend to any amount payable in respect of that Share. 13.2 18.2 The Company may sell, in such manner as the Directors think fit, any Shares on which the Company has a lien, if a sum in respect of which the lien exists is presently payable, and is not paid within fourteen clear days after notice has been received or deemed to have been received by the holder of the Shares, or to the person entitled to it in consequence of the death or bankruptcy of the holder, demanding payment and stating that if the notice is not complied with the Shares may be sold. 13.3 18.3 To give effect to any such sale the Directors may authorise any person to execute an instrument of transfer of the Shares sold to, or in accordance with the directions of, the purchaser. The purchaser or his nominee shall be registered as the holder of the Shares comprised in any such transfer, and he shall not be bound to see to the application of the purchase money, nor shall his title to the Shares be affected by any irregularity or invalidity in the sale or the exercise of the Company’s power of sale under the Articles. 13.4 18.4 The net proceeds of such sale after payment of costs, shall be applied in payment of such part of the amount in respect of which the lien exists as is presently payable and any balance shall (subject to a like lien for sums not presently payable as existed upon the Shares before the sale) be paid to the person entitled to the Shares at the date of the sale.

Appears in 1 contract

Samples: Subscription and Contribution Agreement (Mecox Lane LTD)

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Lien on Shares. 13.1 The Company 12.1 Save as provided in Clause 12.6, the COMPANY shall have a first and paramount lien on all Shares (whether fully paid-up or not) registered in upon the name of a Member (whether solely or jointly with others) SHARES for all debtsamounts owed to the COMPANY by any MEMBER, liabilities or engagements to or with including the Company costs (on the scale as between an attorney and his own client) of any legal proceedings instituted by the COMPANY against the MEMBER, and whether presently the amount thereof is due and payable or not) by . Notwithstanding the above provision, the COMPANY shall not be entitled to recover any such Member or his estate, either alone or jointly with any other person, whether a Member or not, but the Directors may at any time declare any Share to be wholly or in part exempt costs from the provisions of this Article. The registration of a transfer of MEMBER if, in any such Share shall operate as proceedings instituted, a waiver court order for costs is granted against the COMPANY. 12.2 For the purposes of enforcing such lien, the DIRECTORS may dispose of the Company’s lien thereon. The Company’s lien SHARES at such time or times and on a Share shall also extend to any amount payable in respect of that Share. 13.2 The Company such conditions as they may sell, in such manner as the Directors think fit, any Shares on which but subject always to the Company provisions relating to the approval of the transferee of the SHARES set out in the Articles of Association. No disposition shall be made in terms of this Clause unless some amount is presently due and payable by the MEMBER and has a lienremained unpaid, notwithstanding 14 (Fourteen) day’s notice in writing to the MEMBER stating the amount and demanding payment of such amount, and stating the intention of the DIRECTORS with regard to such disposition, if payment is not made within the said period of 14 (Fourteen) days. Notwithstanding the above provisions, should the SHARES be subject to a sum pledge in respect of which the lien exists COMPANY has received prior written notice, such SHARES shall not be disposed of by the COMPANY unless the DIRECTORS have given the pledgee 14 (Fourteen) day’s written notice of the default of the MEMBER, notifying the pledgee that such SHARES will be disposed of free of the pledge if payment of the amount owed by the MEMBER is presently payablenot made within the said period of 14 (Fourteen) days. No pledgee shall have any prior claim against the COMPANY but may be entitled to payment out of any surplus arising after the COMPANY has received all monies due and owing to it by the MEMBER. 12.3 The net proceeds of any such disposition shall be applied in or towards satisfaction of, all amounts owed to the COMPANY, and is not paid within fourteen clear days after notice has been received or deemed to have been received by the holder of the Sharesbalance, or if any, shall, subject to the person entitled rights of any other aforementioned pledgee, be paid to it in consequence of the death or bankruptcy of the holder, demanding payment and stating that if the notice is not complied with the Shares may be soldMEMBER. 13.3 To give effect to 12.4 Upon any such sale the Directors may authorise any person to execute an instrument disposition in terms of transfer of the Shares sold to, or in accordance with the directions ofClause 12.2 above, the DIRECTORS may enter the purchaser. The purchaser or his nominee shall be registered 's name in the register as the holder of the Shares comprised in any such transfera MEMBER, and he the purchaser shall not be bound to see attend to the application of the purchase moneyprice in terms of Clause 1 2.3, nor shall his title to the Shares SHARES be affected by any irregularity or invalidity in the sale proceedings in relation to the disposition. 12.5 An affidavit by a DIRECTOR or the exercise secretary of the Company’s power of sale under COMPANY that the Articles. 13.4 The net proceeds of such sale after payment of costsSHARES have been duly sold in accordance with Clause 1 2.2, shall be applied conclusive evidence of the facts therein stated as against all persons claiming to be entitled to such SHARES or their proceeds; and such affidavit and the receipt by the COMPANY of the purchase price of the SHARES, shall constitute good title to such SHARES, and the validity of the sale may not be impeached by any person. 12.6 Until such time as the purchaser has paid for his SHARES and ALLOCATED LOAN, the purchaser shall be deemed to have pledged his interest in the SHARES and this agreement to the COMPANY, as security for payment of such part of the amount SHARES and ALLOCATED LOAN by the purchaser. 12.7 The COMPANY shall be entitled to cede and assign its right, title and interest in respect of which and to the pledge, if any, and/or the lien exists as is presently payable described in Clause 12.1 and the MEMBER undertakes to be bound by any balance shall (subject to a like lien for sums not presently payable as existed upon the Shares before the sale) be paid to the person entitled to the Shares at the date of the salesuch cession.

Appears in 1 contract

Samples: Use Agreement

Lien on Shares. 13.1 12.1 The Company shall have a first and paramount lien on all Shares (whether fully paid-up or not) registered in the name of a Member (whether solely or jointly with others) for all debts, liabilities or engagements to or with the Company (whether presently payable or not) by such Member or his estate, either alone or jointly with any other person, whether a Member or not, but the Directors may at any time declare any Share to be wholly or in part exempt from the provisions of this Article. The registration of a transfer of any such Share shall operate as a waiver of the Company’s lien thereon. The Company’s lien on a Share shall also extend to any amount payable in respect of that Share. 13.2 12.2 The Company may sell, in such manner as the Directors think fit, any Shares on which the Company has a lien, if a sum in respect of which the lien exists is presently payable, and is not paid within fourteen clear days after notice has been received or deemed given to have been received by the holder of the Shares, or to the person entitled to it in consequence of the death or bankruptcy of the holder, demanding payment and stating that if the notice is not complied with the Shares may be sold. 13.3 12.3 To give effect to any such sale the Directors may authorise any person to execute an instrument of transfer of the Shares sold to, or in accordance with the directions of, the purchaser. The purchaser or his nominee shall be registered as the holder of the Shares comprised in any such transfer, and he shall not be bound to see to the application of the purchase money, nor shall his title to the Shares be affected by any irregularity or invalidity in the sale or the exercise of the Company’s power of sale under the these Articles. 13.4 12.4 The net proceeds of such sale after payment of costs, shall be applied in payment of such part of the amount in respect of which the lien exists as is presently payable and any balance residue shall (subject to a like lien for sums not presently payable as existed upon the Shares before the sale) be paid to the person entitled to the Shares at the date of the sale.

Appears in 1 contract

Samples: Merger Agreement (Hennessy Capital Acquisition Corp IV)

Lien on Shares. 13.1 The Company 11.1. Save as provided herein below, the company shall have a first lien upon every share for all amounts owed to it, including the costs of any proceedings instituted by the company, and paramount lien on all Shares (whether fully paid-up the period for the payment thereof shall have actually arrived or not) registered . 11.2. For the purposes of enforcing such lien, the directors may sell the share at such time and in the name such manner and upon such terms and conditions as they may think fit. No sale shall be made in terms of a Member (whether solely or jointly with others) for all debts, liabilities or engagements to or with the Company (whether this clause unless some sum is presently payable or notand has remained unpaid, notwithstanding 30 (THIRTY) by day’s notice in writing to the member, stating the amount of and demanding payment of such Member or his estatesum, either alone or jointly with any other personand stating the director’s intention to sell, whether a Member or not, but if payment is not made within the Directors may at any time declare any Share to be wholly or in part exempt from the provisions said period of this Article30 (THIRTY) days. 11.3. The registration of a transfer net proceeds of any such Share sale shall operate as a waiver be applied in or towards satisfaction of the Company’s lien thereon. The Company’s lien on a Share shall also extend amount owed to the company and the balance (if any) shall, subject to the rights of any amount payable in respect of that Shareother aforementioned pledgee, be paid to the member. 13.2 The Company may sell, in such manner as the Directors think fit, any Shares on which the Company has a lien, if a sum in respect of which the lien exists is presently payable, and is not paid within fourteen clear days after notice has been received or deemed to have been received by the holder of the Shares, or to the person entitled to it in consequence of the death or bankruptcy of the holder, demanding payment and stating that if the notice is not complied with the Shares may be sold. 13.3 To give effect to 11.4. Upon any such sale as aforesaid, the Directors directors may authorise any person to execute an instrument of transfer enter the purchaser’s name in the register as member of the Shares sold to, or in accordance with company and the directions of, the purchaser. The purchaser or his nominee shall be registered as the holder of the Shares comprised in any such transfer, and he shall not be bound to see to the application of the purchase money, nor shall his title to the Shares shares be affected by any irregularity or invalidity in the sale or the exercise of the Company’s power of sale under the Articles. 13.4 The net proceeds of such sale after payment of costs, shall be applied proceedings in payment of such part of the amount in respect of which the lien exists as is presently payable and any balance shall (subject relation to a like lien for sums not presently payable as existed upon the Shares before the sale) be paid to the person entitled to the Shares at the date of the sale. 11.5. Save as provided herein, an affidavit by a director or the secretary of the company that a share has been duly sold in accordance with the preceding sub-clauses shall be conclusive evidence of the facts therein stated, as against all persons claiming to be entitled to such share or its proceeds and such affidavit and the receipt of the company for the purchase price of the share, shall constitute a good title to such share, and the validity of the sale may not be impeached by any person.

Appears in 1 contract

Samples: Use Agreement

Lien on Shares. 13.1 10.1 The Company shall have a first and paramount lien and charge on all Shares shares (whether not being a fully paid-up or notpaid share) registered in the name of a Member (whether solely or jointly with others) for all debts, liabilities or engagements to or with the Company (whether presently payable or not) by such Member or his estate, either alone or jointly with any other person, whether a Member or not, but the Board of Directors may at any time declare any Share share to be wholly or in part exempt from the provisions of this Article. Article X. The registration of a transfer of any such Share share shall operate as a waiver of the Company’s 's lien (if any) thereon. The Company’s 's lien (if any) on a Share share shall also extend to any amount all dividends, redemptions or other monies payable in respect of that Sharethereof. 13.2 10.2 The Company may sell, in such manner as the Board of Directors think deems fit, any Shares shares on which the Company has a lien, if except as set forth in this Article X. Unless otherwise permitted in the instrument creating such lien, no such sale shall be made unless a sum in respect of which the lien exists is presently payable. Unless otherwise permitted in the instrument creating such lien, and is not paid within fourteen clear no such sale shall be made until the expiration of 14 days after a notice in writing, stating and demanding payment of such part of the amount in respect of which the lien exists as is presently payable, has been received or deemed given to have been received by the holder or holders for the time being of the Sharesshares, or to the person person, of which the Company has notice, entitled to it in consequence thereto by reason of the his death or bankruptcy of the holder, demanding payment and stating that if the notice is not complied with the Shares may be soldbankruptcy. 13.3 10.3 To give effect to any such sale sale, the Board of Directors may authorise any authorize some person to execute an instrument of transfer of the Shares shares sold to, or in accordance with to the directions of, the purchaserpurchaser thereof. The purchaser or his nominee shall be registered as the holder of the Shares comprised shares included in any such transfer, and he shall not be bound to see to the application of the purchase money, nor shall his title to the Shares shares be affected by any irregularity or invalidity in the sale or proceedings in reference to the exercise sale. 10.4 The proceeds of the Company’s power of sale under the Articles. 13.4 The net proceeds of such sale after payment of costs, shares shall be received by the Company and applied in payment of such part of the amount in respect of which the lien exists as is presently payable payable, and any balance the residue, if any, shall (subject to a like lien for sums not presently payable as existed upon the Shares shares before the sale) be paid to the person entitled to the Shares shares at the date of the sale.

Appears in 1 contract

Samples: Merger Agreement (Petroleum Geo Services Asa)

Lien on Shares. 13.1 The Company shall have a first and paramount lien on all Shares (whether fully paid-up or not) registered in the name of a Member (whether solely or jointly with others) for all debts, liabilities or engagements to or with the Company (whether presently payable or not) by such Member or his estate, either alone or jointly with any other person, whether a Member or not, but the Directors may at any time declare any Share to be wholly or in part exempt from the provisions of this ArticleArticle 13. 1. The registration of a transfer of any such Share shall operate as a waiver of the Company’s lien thereon. The Company’s lien on a Share shall also extend to any amount payable in respect of that Share. 13.2 The Company may sell, in such manner as the Directors think fit, any Shares on which the Company has a lien, if a sum in respect of which the lien exists is presently payable, and is not paid within fourteen clear days after notice has been received or deemed to have been received by the holder of the Shares, or to the person entitled to it in consequence of the death or bankruptcy of the holder, demanding payment and stating that if the notice is not complied with the Shares may be sold. 13.3 To give effect to any such sale the Directors may authorise any person to execute an instrument of transfer of the Shares sold to, or in accordance with the directions of, the purchaser. The purchaser or his nominee shall be registered as the holder of the Shares comprised in any such transfer, and he shall not be bound to see to the application of the purchase money, nor shall his title to the Shares be affected by any irregularity or invalidity in the sale or the exercise of the Company’s power of sale under the Articles. 13.4 The net proceeds of such sale after payment of costs, shall be applied in payment of such part of the amount in respect of which the lien exists as is presently payable and any balance shall (subject to a like lien for sums not presently payable as existed upon the Shares before the sale) be paid to the person entitled to the Shares at the date of the sale.

Appears in 1 contract

Samples: Share Purchase Agreement (Momo Inc.)

Lien on Shares. 13.1 14.1 The Company shall have a first and paramount lien on all Shares (whether fully paid-up or not) registered in the name of a Member (whether solely or jointly with others) for all debts, liabilities or engagements to or with the Company (whether presently payable or not) by such Member or his estate, either alone or jointly with any other person, whether a Member or not, but the Directors may at any time declare any Share to be wholly or in part exempt from the provisions of this Article. The registration of a transfer of any such Share shall operate as a waiver of the Company’s lien thereon. The Company’s lien on a Share shall also extend to any amount payable in respect of that Share. 13.2 14.2 The Company may sell, in such manner as the Directors think fit, any Shares on which the Company has a lien, if a sum in respect of which the lien exists is presently payable, and is not paid within fourteen clear days after notice has been received or deemed to have been received by the holder of the Shares, or to the person entitled to it in consequence of the death or bankruptcy of the holder, demanding payment and stating that if the notice is not complied with the Shares may be sold. 13.3 14.3 To give effect to any such sale the Directors may authorise any person to execute an instrument of transfer of the Shares sold to, or in accordance with the directions of, the purchaser. The purchaser or his nominee shall be registered as the holder of the Shares comprised in any such transfer, and he shall not be bound to see to the application of the purchase money, nor shall his title to the Shares be affected by any irregularity or invalidity in the sale or the exercise of the Company’s power of sale under the Articles. 13.4 14.4 The net proceeds of such sale after payment of costs, shall be applied in payment of such part of the amount in respect of which the lien exists as is presently payable and any balance shall (subject to a like lien for sums not presently payable as existed upon the Shares before the sale) be paid to the person entitled to the Shares at the date of the sale.

Appears in 1 contract

Samples: Investment Agreement (Vertical Aerospace Ltd.)

Lien on Shares. 13.1 14.1 The Company shall have a first and paramount lien on all Shares (whether fully paid-up or not) registered in the name of a Member (whether solely or jointly with others) for all debts, liabilities or engagements to or with the Company (whether presently payable or not) by such Member or his estate, either alone or jointly with any other person, whether a Member or not, but the Directors may at any time declare any Share to be wholly or in part exempt from the provisions of this Article. The registration of a transfer of any such Share shall operate as a waiver of the Company’s 's lien thereon. The Company’s 's lien on a Share shall also extend to any amount payable in respect of that Share. 13.2 14.2 The Company may sell, in such manner as the Directors think fit, any Shares on which the Company has a lien, if a sum in respect of which the lien exists is presently payable, and is not paid within fourteen clear days after notice has been received or deemed to have been received by the holder of the Shares, or to the person entitled to it in consequence of the death or bankruptcy of the holder, demanding payment and stating that if the notice is not complied with the Shares may be sold. 13.3 14.3 To give effect to any such sale the Directors may authorise any person to execute an instrument of transfer of the Shares sold to, or in accordance with the directions of, the purchaser. The purchaser or his nominee shall be registered as the holder of the Shares comprised in any such transfer, and he shall not be bound to see to the application of the purchase money, nor shall his title to the Shares be affected by any irregularity or invalidity in the sale or the exercise of the Company’s 's power of sale under the Articles. 13.4 14.4 The net proceeds of such sale after payment of costs, shall be applied in payment of such part of the amount in respect of which the lien exists as is presently payable and any balance shall (subject to a like lien for sums not presently payable as existed upon the Shares before the sale) be paid to the person entitled to the Shares at the date of the sale.

Appears in 1 contract

Samples: Business Combination Agreement (StoneBridge Acquisition Corp.)

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