TRANSMISSION OF SHARES. 12.1 If a member dies, the survivor or survivors where he was a joint holder, or his personal representatives where he was a sole holder or the only survivor of joint holders, shall be the only persons recognised by the Company as having any title to his interest, but nothing in this Article 12.1 shall release the estate of a deceased member from any liability in respect of any share which had been solely or jointly held by him. 12.2 A person becoming entitled to a share in consequence of the death or bankruptcy of a member or otherwise by operation of law may, upon such evidence being produced as the Board may properly require, elect either to become the holder of the share or to have some person nominated by him registered as the transferee. If he elects to become the holder he shall give notice to the Company to that effect. If he elects to have another person registered, and the share is a certificated share, he shall execute an instrument of transfer of the share to that person. If he elects to have himself or another person registered and the share is an uncertificated share, he shall take any action the Board may require (including without limitation the execution of any document) to enable himself or that person to be registered as the holder of the share. All the provisions of these Articles relating to the transfer of shares shall apply to the notice or instrument of transfer as if it were an instrument of transfer signed by the member and the death or bankruptcy of the member or other event giving rise to the transmission had not occurred. 12.3 The Board may at any time send a notice requiring any such person referred to in Article 12.2 to elect either to be registered himself or to transfer the share. If the notice is not complied with within 60 days, the Board may after the expiry of that period withhold payment of all dividends or other amounts payable in respect of the share until the requirements of the notice have been complied with. 12.4 A person becoming entitled to a share by reason of the death or bankruptcy of a member or otherwise by operation of law shall, upon such evidence being produced as the Board may reasonably require as to his entitlement and subject otherwise to Article 12.2, have the same rights in relation to the share to which he would be entitled if he were the holder of the share, and may give a discharge for all dividends and other moneys payable in respect of the share, except that he shall not, before being registered as the holder of the share, be entitled in respect of it to receive notice of, or to attend or vote at, any general meeting or at any separate meeting of the holders of any class of shares in the capital of the Company.
Appears in 2 contracts
Samples: Transaction Agreement (Cyberonics Inc), Letter of Intent (Cyberonics Inc)
TRANSMISSION OF SHARES. 12.1 10.1 If a member Member dies, the survivor survivor, or survivors where he was a joint holder, or and his personal representatives where he was a sole holder or the only survivor of joint holders, holders shall be the only persons recognised by the Company as having any title to his interest, ; but nothing in this Article 12.1 these Articles shall release the estate of a deceased member Member from any liability in respect of any share which had been solely or jointly held by him.
12.2 10.2 A person becoming entitled to a share in consequence of the death or bankruptcy of a member or otherwise by operation of law Member may, upon such evidence being produced as the Board Directors may properly require, elect either to become the holder of the share or to have some person nominated by him registered as the transferee. If he elects to become the holder he shall give notice to the Company to that effect. If he elects to have another person registered, and the share is a certificated share, registered he shall execute an instrument of transfer of the share to that person. If he elects to have himself or another person registered and the share is an uncertificated share, he shall take any action the Board may require (including without limitation the execution of any document) to enable himself or that person to be registered as the holder of the share. All the provisions of these Articles relating to the transfer of shares shall apply to the notice or instrument of transfer as if it were an instrument of transfer signed executed by the member Member and the death or bankruptcy of the member or other event giving rise to the transmission Member had not occurred.
12.3 The Board may at any time send a notice requiring any such person referred to in Article 12.2 to elect either to be registered himself or to transfer the share. If the notice is not complied with within 60 days, the Board may after the expiry of that period withhold payment of all dividends or other amounts payable in respect of the share until the requirements of the notice have been complied with.
12.4 10.3 A person becoming entitled to a share by reason of the death or bankruptcy of a member or otherwise by operation of law shall, upon such evidence being produced as the Board may reasonably require as to his entitlement and subject otherwise to Article 12.2, Member shall have the same rights in relation to the share to which he would be entitled if he were the holder of the share, and may give a discharge for all dividends and other moneys payable in respect of the share, except that he shall not, before being registered as the holder of the share, be entitled in respect of it to receive notice of, or such share to attend or vote at, at any general meeting of the Company or at any separate meeting of the holders of any class of shares in the capital of the Company.
Appears in 2 contracts
Samples: Share Purchase Agreement (Bertelsmann SE & Co. KGaA), Share Purchase Agreement (Bertelsmann SE & Co. KGaA)
TRANSMISSION OF SHARES. 12.1 If a member dies, the survivor or survivors where he was a joint holder, or and his personal representatives where he was a sole holder or the only survivor of joint holders, shall be the only persons recognised by the Company as having any title to his interest, ; but nothing contained in this Article 12.1 these articles shall release the estate of a deceased member from any liability in respect of any share which had been solely or jointly held by him.
12.2 A person becoming entitled to a share in consequence of the death death, bankruptcy or bankruptcy incapacity of a member or otherwise by operation of law may, upon such evidence being produced as the Board directors may properly require, elect either to become the holder of the share or to have some person nominated by him registered make such transfer thereof as the transfereedeceased, bankrupt or incapacitated member could have made. If he elects to become the holder he shall give notice to the Company to that effect. If he elects to have another person registered, and transfer the share is a certificated share, he shall execute an instrument of transfer of the share to that personthe transferee. If he elects to have himself or another person registered and the share is an uncertificated share, he shall take any action the Board may require (including without limitation the execution of any document) to enable himself or that person to be registered as the holder All of the share. All the provisions of these Articles articles relating to the transfer of shares shall apply to the notice or instrument of transfer as if it were an instrument of transfer signed executed by the member and the death death, bankruptcy or bankruptcy incapacity of the member or other event giving rise to the transmission had not occurred.
12.3 The Board may at any time send a notice requiring any such person referred to in Article 12.2 to elect either to be registered himself or to transfer the share. If the notice is not complied with within 60 days, the Board may after the expiry of that period withhold payment of all dividends or other amounts payable in respect of the share until the requirements of the notice have been complied with.
12.4 A person becoming entitled to a share by reason in consequence of the death death, bankruptcy or bankruptcy incapacity of a member or otherwise by operation of law shall, upon such evidence being produced as the Board may reasonably require as to his entitlement and subject otherwise to Article 12.2, shall have the same rights in relation to the share to which he would be entitled if he were the holder of the share, and may give a discharge for all dividends and other moneys payable in respect of the share, share except that he shall not, not before being registered as the holder of the share, share be entitled in respect of it to receive notice of, or to attend or vote at, at any general meeting of the Company or at any separate meeting of the holders of any class of shares in the capital of the Company.
Appears in 2 contracts
Samples: Senior Facilities Agreement, Senior Facilities Agreement
TRANSMISSION OF SHARES. 12.1 10.1 If a member Member dies, the survivor or survivors (where he was a joint holder), or his and the legal personal representatives representative (where he was a sole holder or the only survivor of joint holdersholder), shall be the only persons person recognised by the Company as having any title to his interest, but nothing in this Article 12.1 shall release the Share. The estate of a deceased member Member is not thereby released from any liability in respect of any share which had been solely or jointly Share held by him, whether solely or jointly. For the purpose of this Article, legal personal representative means the person to whom probate or letters of administration has or have been granted in the Cayman Islands or, if there is no such person, such other person as the Directors may in their absolute discretion determine to be the person recognised by the Company for the purpose of this Article.
12.2 A 10.2 Any person becoming entitled to a share Share in consequence of the death or bankruptcy of a member Member or otherwise by operation of applicable law maymay elect, upon such evidence being produced as may be required by the Board may properly requireDirectors as to his entitlement, elect either to become the holder be registered himself as a Member in respect of the share Share or, instead of being registered himself, to make such transfer of the Share as the deceased or bankrupt Member could have made.
10.3 If the person so becoming entitled elects to have some person nominated be registered himself, he shall deliver or send to the Company a notice in writing signed by him registered as the transfereestating that he so elects. If he elects shall elect to become transfer the holder he shall give notice to the Company to that effect. If he elects to have another person registered, and the share is a certificated shareShares, he shall execute signify his election by signing an instrument of transfer of the share to that person. If he elects to have himself or another person registered and the share is an uncertificated share, he shall take any action the Board may require (including without limitation the execution such Shares in favour of any document) to enable himself or that person to be registered as the holder of the sharehis transferee. All the limitations, restrictions and provisions of these Articles relating to the right to transfer and the registration of shares transfers of Shares shall apply be applicable to the any such notice or instrument of transfer as aforesaid as if it were an instrument of transfer signed by the member and the death or bankruptcy of the member Member or other event giving rise to the transmission had not occurredoccurred and the notice or instrument of transfer was an instrument of transfer signed by such Member.
12.3 10.4 A person becoming entitled to a Share in consequence of the death or bankruptcy of the Member (or otherwise by operation of applicable law), upon such evidence being produced as may be required by the Directors as to his entitlement, shall be entitled to the same dividends and other monies payable in respect of the Share as he would be entitled if he were the holder of such Share. However, he shall not be entitled, until he becomes registered as the holder of such Share, to receive notices of or to attend or vote at general meetings of the Company or (except as aforesaid) to exercise any other rights or privileges of a Member. The Board Directors may at any time send a give notice requiring any such person referred to in Article 12.2 to elect either to be registered himself or to transfer the share. If Share and, if the notice is not complied with within 60 sixty days, the Board Directors may after the expiry of that period thereafter withhold payment of all dividends or and other amounts monies payable in respect of the share Shares until the requirements of the notice have been complied with.
12.4 A person becoming entitled to a share by reason of the death or bankruptcy of a member or otherwise by operation of law shall, upon such evidence being produced as the Board may reasonably require as to his entitlement and subject otherwise to Article 12.2, have the same rights in relation to the share to which he would be entitled if he were the holder of the share, and may give a discharge for all dividends and other moneys payable in respect of the share, except that he shall not, before being registered as the holder of the share, be entitled in respect of it to receive notice of, or to attend or vote at, any general meeting or at any separate meeting of the holders of any class of shares in the capital of the Company.
Appears in 2 contracts
Samples: Merger Agreement (Hennessy Capital Investment Corp. V), Merger Agreement (Hennessy Capital Investment Corp. V)
TRANSMISSION OF SHARES. 12.1 If (i) On the death of a member diesmember, the survivor or survivors where he the member was a joint holder, and his nominee or his personal nominees or legal representatives where he was a sole holder or the only survivor of joint holdersholder, shall be the only persons recognised by the Company as having any title to his interest, but nothing interest in this Article 12.1 the shares.
(ii) Nothing in clause (i) shall release the estate of a deceased member joint holder from any liability in respect of any share which had been solely or jointly held by himhim with other persons.
12.2 A (i) Any person becoming entitled to a share in consequence of the death or bankruptcy insolvency of a member or otherwise by operation of law may, upon such evidence being produced as may from time to time properly be required by the Board may properly requireand subject as hereinafter provided, elect, either: (a) to be registered himself as holder of the share; or (b) to make such transfer of the share as the deceased or insolvent member could have made.
(ii) The Board shall, in either case, have the same right to decline or suspend registration as it would have had, if the deceased or insolvent member had transferred the share before his death or insolvency.
(i) If the person so becoming entitled shall elect either to become the be registered as holder of the share or to have some person nominated by him registered as the transferee. If he elects to become the holder himself, he shall give notice deliver or send to the Company a notice in writing signed by him stating that he so elects.
(ii) If the person aforesaid shall elect to that effect. If he elects to have another person registered, and transfer the share is a certificated share, he shall execute an instrument of testify his election by executing a transfer of the share to that person. If he elects to have himself or another person registered and the share is an uncertificated share, he shall take any action the Board may require .
(including without limitation the execution of any documentiii) to enable himself or that person to be registered as the holder of the share. All the limitations, restrictions and provisions of these Articles relating to the right to transfer and the registration of transfers of shares shall apply be applicable to any such notice or transfer as aforesaid as if the death or insolvency of the member had not occurred and the notice or instrument of transfer as if it were an instrument of a transfer signed by the member and the death or bankruptcy of the member or other event giving rise to the transmission had not occurredthat member.
12.3 The Board may at any time send a notice requiring any such person referred to in Article 12.2 to elect either to be registered himself or to transfer the share. If the notice is not complied with within 60 days, the Board may after the expiry of that period withhold payment of all dividends or other amounts payable in respect of the share until the requirements of the notice have been complied with.
12.4 A person becoming entitled to a share by reason of the death or bankruptcy of a member or otherwise by operation of law shall, upon such evidence being produced as the Board may reasonably require as to his entitlement and subject otherwise to Article 12.2, have the same rights in relation to the share to which he would be entitled if he were the holder of the share, and may give a discharge for all dividends and other moneys payable in respect of the share, except that he shall not, before being registered as the holder of the share, be entitled in respect of it to receive notice of, or to attend or vote at, any general meeting or at any separate meeting of the holders of any class of shares in the capital of the Company.
Appears in 1 contract
Samples: Shareholders' Agreement
TRANSMISSION OF SHARES. 12.1 If a member diesSubject to the provisions of the Act and these Articles, any person becoming entitled to shares in consequence of the survivor death, lunacy, bankruptcy or survivors where he was a joint holderinsolvency of any Members, or his personal representatives where by any lawful means other than by a transfer in accordance with these Articles, may with the consent of the Board (which it shall not be under any obligation to give), upon producing such evidence as the Board thinks sufficient, that he was a sole sustains the character in respect of which he proposes to act under this Article, or of their title, elect to either be registered themself as holder of the shares or elect to have some person nominated by them and approved by the Board, registered as such holder or to make such transfer of the only survivor share as the deceased or insolvent member could have made. If the person so becoming entitled shall elect to be registered as holder of joint holdersthe share themself, he shall be the only persons recognised by deliver or send to the Company as having any title a notice in writing signed by them stating that he so elects. Provided, nevertheless, if such person shall elect to his interesthave their nominee registered, but nothing he shall testify that election by executing in this Article 12.1 favour of their nominee an instrument of transfer in accordance with the provision herein contained and until he does so he shall release the estate of a deceased member not be freed from any liability in respect of any share which had been solely or jointly held by him.
12.2 A person becoming entitled to a share in consequence of the death or bankruptcy of a member or otherwise by operation of law mayshares. Further, upon such evidence being produced as the Board may properly requireall limitations, elect either to become the holder of the share or to have some person nominated by him registered as the transferee. If he elects to become the holder he shall give notice to the Company to that effect. If he elects to have another person registered, restrictions and the share is a certificated share, he shall execute an instrument of transfer of the share to that person. If he elects to have himself or another person registered and the share is an uncertificated share, he shall take any action the Board may require (including without limitation the execution of any document) to enable himself or that person to be registered as the holder of the share. All the provisions of these Articles regulations relating to the right to transfer and the registration of transfer of shares shall apply be applicable to any such notice or transfer as aforesaid as if the death or insolvency of the Member had not occurred and the notice or instrument of transfer as if it were an instrument of a transfer signed by the member and the death or bankruptcy of the member or other event giving rise to the transmission had not occurredthat Member.
12.3 The Board may at any time send a notice requiring any such person referred to in Article 12.2 to elect either to be registered himself or to transfer the share. If the notice is not complied with within 60 days, the Board may after the expiry of that period withhold payment of all dividends or other amounts payable in respect of the share until the requirements of the notice have been complied with.
12.4 A person becoming entitled to a share by reason of the death or bankruptcy of a member or otherwise by operation of law shall, upon such evidence being produced as the Board may reasonably require as to his entitlement and subject otherwise to Article 12.2, have the same rights in relation to the share to which he would be entitled if he were the holder of the share, and may give a discharge for all dividends and other moneys payable in respect of the share, except that he shall not, before being registered as the holder of the share, be entitled in respect of it to receive notice of, or to attend or vote at, any general meeting or at any separate meeting of the holders of any class of shares in the capital of the Company.
Appears in 1 contract
Samples: Waiver Cum Amendment Agreement
TRANSMISSION OF SHARES. 12.1 10.1 If a member Member dies, the survivor survivor, or survivors where he was a joint holder, or and his personal representatives where he was a sole holder or the only survivor of joint holders, holders shall be the only persons recognised by the Company as having any title to his interest, ; but nothing in this Article 12.1 these Articles shall release the estate of a deceased member Member from any liability in respect of any share which had been solely or jointly held by him.
12.2 10.2 A person becoming entitled to a share in consequence of the death or bankruptcy of a member or otherwise by operation of law Member may, upon such evidence being produced as the Board Directors may properly require, elect either to become the holder of the share or to have some person nominated by him registered as the transferee. If he elects to become the holder he shall give notice to the Company to that effect. If he elects to have another person registered, and the share is a certificated share, registered he shall execute an instrument of transfer of the share to that person. If he elects to have himself or another person registered and the share is an uncertificated share, he shall take any action the Board may require (including without limitation the execution of any document) to enable himself or that person to be registered as the holder of the share. All the provisions of these Articles relating to the transfer of shares shall apply to the notice or instrument of transfer as if it were an instrument of transfer signed executed by the member Member and the death or bankruptcy of the member or other event giving rise to the transmission Member had not occurred.
12.3 The Board may at any time send a notice requiring any such person referred to in Article 12.2 to elect either to be registered himself or to transfer the share. If the notice is not complied with within 60 days, the Board may after the expiry of that period withhold payment of all dividends or other amounts payable in respect of the share until the requirements of the notice have been complied with.
12.4 10.3 A person becoming entitled to a share by reason of the death or bankruptcy of a member or otherwise by operation of law shall, upon such evidence being produced as the Board may reasonably require as to his entitlement and subject otherwise to Article 12.2, Member shall have the same rights in relation to the share to which he would be entitled if he were the holder of the share, and may give a discharge for all dividends and other moneys payable in respect of the share, except that he shall not, before being registered as the holder of the share, be entitled in respect of it to receive notice of, or such share to attend or vote at, at any general meeting of the Company or at any separate meeting of the holders of any class of shares in the capital of the Company.
Appears in 1 contract
TRANSMISSION OF SHARES. 12.1 14.1 If a member dies, Member dies the survivor or survivors (where he was a joint holder, ) or his legal personal representatives (where he was a sole holder or the only survivor of joint holdersholder), shall be the only persons recognised by the Company as having any title to his interest, but nothing in this Article 12.1 shall release the estate of a deceased member from any liability in respect of any share which had been solely or jointly held by himShares.
12.2 A 14.2 Any person becoming entitled to a share Share in consequence of the death or bankruptcy or liquidation or dissolution of a member Member (or otherwise in any other way than by operation of law transfer) may, upon such evidence being produced as may be required by the Board may properly requireDirectors, elect elect, by a notice in writing sent by him to the Company, either to become the holder of the share such Share or to have some person nominated by him registered as the transferee. If he elects to become the holder he shall give notice to the Company to that effectof such Share. If he elects to have another person registered, and registered as the share is a certificated share, holder of such Share he shall execute sign an instrument of transfer of the share that Share to that person. If he elects to have himself or another person registered and the share is an uncertificated share, he shall take any action the Board may require (including without limitation the execution of any document) to enable himself or that person to be registered as the holder of the share. All the provisions of these Articles relating to the transfer of shares shall apply to the notice or instrument of transfer as if it were an instrument of transfer signed by the member and the death or bankruptcy of the member or other event giving rise to the transmission had not occurred.
12.3 The Board may at any time send a notice requiring any such person referred to in Article 12.2 to elect either to be registered himself or to transfer the share. If the notice is not complied with within 60 days, the Board may after the expiry of that period withhold payment of all dividends or other amounts payable in respect of the share until the requirements of the notice have been complied with.
12.4 14.3 A person becoming entitled to a share Share by reason of the death or bankruptcy or liquidation or dissolution of a member Member (or otherwise in any other case than by operation of law shall, upon such evidence being produced as the Board may reasonably require as transfer) shall be entitled to his entitlement and subject otherwise to Article 12.2, have the same rights in relation to the share Distributions and other advantages to which he would be entitled if he were the holder of the sharesuch Share. However, and may give a discharge for all dividends and other moneys payable in respect of the share, except that he shall not, before being registered as the holder becoming a Member in respect of the sharea Share, be entitled in respect of it to receive exercise any right conferred by membership in relation to general meetings of the Company and the Directors may at any time give notice of, requiring any such person to elect either to be registered himself or to attend or vote at, any general meeting or at any separate meeting have some person nominated by him be registered as the holder of the holders Share. If the notice is not complied with within ninety days of any class being received or deemed to be received (as determined pursuant to the Articles) the Directors may thereafter withhold payment of shares all Distributions or other monies payable in the capital respect of the CompanyShare until the requirements of the notice have been complied with.
Appears in 1 contract
TRANSMISSION OF SHARES. 12.1 21.1 If a member dies, Member dies the survivor or survivors (where he was a joint holder, ) or his legal personal representatives (where he was a sole holder or the only survivor of joint holdersholder), shall be the only persons recognised by the Company as having any title to his interest, but nothing in this Article 12.1 shall release the Shares. The estate of a deceased member Member is not thereby released from any liability in respect of any share Share, for which had been solely he was a joint or jointly held by himsole holder.
12.2 A 21.2 Any person becoming entitled to a share Share in consequence of the death or bankruptcy or liquidation or dissolution of a member Member (or otherwise in any other way than by operation of law transfer) may, upon such evidence being produced as may be required by the Board may properly requireDirectors, elect elect, by a notice in writing sent by him to the Company, either to become the holder of the share such Share or to have some person nominated by him registered as the transferee. If he elects to become the holder he shall give notice to the Company to that effectof such Share. If he elects to have another person registered, and registered as the share is a certificated share, holder of such Share he shall execute sign an instrument of transfer of the share that Share to that person. If he elects The Directors shall, in either case, have the same right to have himself decline or another person registered and the share is an uncertificated share, he shall take any action the Board may require (including without limitation the execution of any document) to enable himself or that person to be registered as the holder of the share. All suspend registration and/or enforce the provisions of these Articles relating related to Transfers as they would have had in the case of a transfer of shares shall apply to the notice or instrument of transfer as if it were an instrument of transfer signed Share by the member and the relevant Member before his death or bankruptcy of or liquidation or dissolution, as the member or other event giving rise to the transmission had not occurredcase may be.
12.3 The Board may at any time send a notice requiring any such person referred to in Article 12.2 to elect either to be registered himself or to transfer the share. If the notice is not complied with within 60 days, the Board may after the expiry of that period withhold payment of all dividends or other amounts payable in respect of the share until the requirements of the notice have been complied with.
12.4 21.3 A person becoming entitled to a share Share by reason of the death or bankruptcy or liquidation or dissolution of a member Member (or otherwise in any other case than by operation of law shall, upon such evidence being produced as the Board may reasonably require as transfer) shall be entitled to his entitlement and subject otherwise to Article 12.2, have the same rights in relation to the share Dividends, other distributions and other advantages to which he would be entitled if he were the holder of the sharesuch Share. However, and may give a discharge for all dividends and other moneys payable in respect of the share, except that he shall not, before being registered as the holder becoming a Member in respect of the sharea Share, be entitled in respect of it to receive exercise any right conferred by membership in relation to general meetings of the Company and the Directors may at any time give notice of, requiring any such person to elect either to be registered himself or to attend or vote at, any general meeting or at any separate meeting have some person nominated by him be registered as the holder of the holders Share (but the Directors shall, in either case, have the same right to decline or suspend registration and/or enforce the provisions of any class of shares these Articles as they would have had in the capital case of a transfer of the CompanyShare by the relevant Member before his death or bankruptcy or liquidation or dissolution or any other case than by transfer, as the case may be). If the notice is not complied with within ninety days of being received or deemed to be received (as determined pursuant to the Articles) the Directors may thereafter withhold payment of all Dividends, other distributions, bonuses or other monies payable in respect of the Share until the requirements of the notice have been complied with.
Appears in 1 contract
Samples: Subscription and Contribution Agreement (Mecox Lane LTD)
TRANSMISSION OF SHARES. 12.1 If a member diesSubject to the provisions of the Act and these Articles, the survivor or survivors where he was a joint holder, or his personal representatives where he was a sole holder or the only survivor of joint holders, shall be the only persons recognised by the Company as having any title to his interest, but nothing in this Article 12.1 shall release the estate of a deceased member from any liability in respect of any share which had been solely or jointly held by him.
12.2 A person becoming entitled to a share shares in consequence of the death death, lunacy, bankruptcy or bankruptcy insolvency of any Members, or by any lawful means other than by a member or otherwise by operation transfer in accordance with these Articles, may with the consent of law maythe Board (which it shall not be under any obligation to give), upon producing such evidence being produced as the Board may properly requirethinks sufficient, that he sustains the character in respect of which he proposes to act under this Article, or of his title, elect to either to become the be registered himself as holder of the share shares or elect to have some person nominated by him and approved by the Board, registered as such holder or to make such transfer of the transfereeshare as the deceased or insolvent member could have made. If he elects the person so becoming entitled shall elect to become be registered as holder of the holder share himself, he shall give notice deliver or send to the Company to a notice in writing signed by him stating that effecthe so elects. If he elects Provided, nevertheless,if such person shall elect to have another person his nominee registered, and the share is a certificated share, he shall execute testify that election by executing in favour of his nominee an instrument of transfer in accordance with the provision herein contained and until he does so he shall not be freed from any liability in respect of the share to that personshares. If he elects to have himself or another person registered Further, all limitations, restrictions and the share is an uncertificated share, he shall take any action the Board may require (including without limitation the execution of any document) to enable himself or that person to be registered as the holder of the share. All the provisions of these Articles regulations relating to the right to transfer and the registration of transfer of shares shall apply be applicable to any such notice or transfer as aforesaid as ifthe death or insolvency of the Member had not occurred and the notice or instrument of transfer as if it were an instrument of a transfer signed by the member and the death or bankruptcy of the member or other event giving rise to the transmission had not occurredthat Member.
12.3 The Board may at any time send a notice requiring any such person referred to in Article 12.2 to elect either to be registered himself or to transfer the share. If the notice is not complied with within 60 days, the Board may after the expiry of that period withhold payment of all dividends or other amounts payable in respect of the share until the requirements of the notice have been complied with.
12.4 A person becoming entitled to a share by reason of the death or bankruptcy of a member or otherwise by operation of law shall, upon such evidence being produced as the Board may reasonably require as to his entitlement and subject otherwise to Article 12.2, have the same rights in relation to the share to which he would be entitled if he were the holder of the share, and may give a discharge for all dividends and other moneys payable in respect of the share, except that he shall not, before being registered as the holder of the share, be entitled in respect of it to receive notice of, or to attend or vote at, any general meeting or at any separate meeting of the holders of any class of shares in the capital of the Company.
Appears in 1 contract
Samples: Shareholders' Agreement