Common use of Winding Up of the Company Clause in Contracts

Winding Up of the Company. 6.1 If, at any time when any Warrants are exercisable, an order is made or an effective resolution is passed for the winding up or dissolution of the Company or if any other dissolution of the Company by operation of law is to be effected then: (a) if such winding up or dissolution is for the purpose of a reconstruction or amalgamation pursuant to a scheme of arrangement to which the Warrantholders have consented in writing, the terms of such scheme of arrangement will be binding on the Warrantholder; or (b) in any other case, the Company shall forthwith notify the Warrantholder stating that such an order has been made or resolution has been passed or other dissolution is to be effected and the Warrantholder shall be entitled at any time within one month after the date such notice is published to elect by notice in writing to the Company to be treated as if it had, immediately before the date of the making of the order or passing of the resolution or other dissolution, exercised all of its Warrants and it shall be entitled to receive out of the assets which would otherwise be available in the liquidation to the holders of Ordinary Shares, such a sum, if any, as it would have received had it been the holder of and paid for the Ordinary Shares to which it would have become entitled by virtue of such exercise, after deducting from such sum an amount equal to the amount which would have been payable by it in respect of such Ordinary Shares if it had exercised all his Warrants, but nothing contained in this Clause shall have the effect of requiring the Warrantholder to make any actual payment to the Company. 6.2 Subject to compliance with Clause 5.1, the Warrants shall lapse on the liquidation or winding up of the Company.

Winding Up of the Company. 6.1 If, at any time when any Warrants are exercisable, an order is made or an effective resolution is passed for The Instrument contains provisions to the winding effect that: - (A) if the winding-up or dissolution of the Company or if any other dissolution of the Company by operation of law is to be effected then: (a) if such winding up or dissolution is for the purpose of a reconstruction or amalgamation pursuant to a scheme of arrangement to which the Warrantholders, or some persons designated by them for such purpose by a Special Resolution, shall be a party or in conjunction with which a proposal is made to the Warrantholders have consented in writingand is approved by a Special Resolution, the terms of such scheme of arrangement will or (as the case may be) proposal shall be binding on all the Warrantholder; orWarrantholders; (bB) in any other case, every Warrantholder (or, in the Company shall forthwith notify case of joint Warrantholders, to the Warrantholder stating that whose name stands first in the Register in respect of the Warrant(s) held by such an order has been made or resolution has been passed or other dissolution is to be effected and the Warrantholder joint Warrantholders) shall be entitled at any time within one month six (6) weeks after the date passing of such notice is published to elect resolution by notice in writing irrevocable surrender of his Warrant certificate(s) to the Company with the Subscription Form(s) duly completed, together with payment of the Exercise Moneys, to elect to be treated as if it hadhe had immediately prior to the commencement of such winding-up exercised such of the Subscription Rights represented by his Warrant(s) as are specified in the Subscription Form(s) submitted by him and had on such date been the holder of the Shares to which he would have become entitled pursuant to such exercise and the Company and the liquidator of the Company shall give effect to such election accordingly. The Company shall give notice to the Warrantholders of the passing of such resolution within seven (7) days after the passing thereof and such notice shall contain a reminder to Warrantholders with respect to their rights under this paragraph (B) (to the extent applicable). Subject to the foregoing, immediately before if the Company is wound up, all Subscription Rights which have not been exercised at the date of the making of the order or passing of the such resolution or other dissolution, exercised all of its Warrants and it shall be entitled to receive out of the assets which would otherwise be available in the liquidation to the holders of Ordinary Shares, such a sum, if any, as it would have received had it been the holder of and paid for the Ordinary Shares to which it would have become entitled by virtue of such exercise, after deducting from such sum an amount equal to the amount which would have been payable by it in respect of such Ordinary Shares if it had exercised all his Warrants, but nothing contained in this Clause shall have the effect of requiring the Warrantholder to make any actual payment to the Company. 6.2 Subject to compliance with Clause 5.1, the Warrants shall lapse on the liquidation or winding up of the Companyand Warrant certificates shall cease to be valid for any purpose.

Winding Up of the Company. 6.1 If, at any time when any Warrants are exercisable, an order is made or If an effective resolution is passed during the Subscription Period for the winding voluntary winding-up or dissolution of the Company or if any other dissolution of the Company by operation of law is to be effected Company, then: (a) if such winding winding-up or dissolution is for the purpose of a reconstruction or amalgamation pursuant to a scheme of arrangement to which the Warrantholders have consented Warrantholder, or some person designated by them for such purpose by Special Resolution, shall be a party or in writingconjunction with which a proposal is made to the Warrantholder and is approved by Special Resolution, the terms of such scheme of arrangement will or (as the case may be) proposal shall be binding on the all Warrantholder; orand (b) in any other case, every Warrantholder (or, in the Company shall forthwith notify case of joint Warrantholders, the Warrantholder stating that whose name stands first in the Register in respect of the Warrant held by such an order has been made or resolution has been passed or other dissolution is to be effected and the Warrantholder joint Warrantholder) shall be entitled at any time within one month six weeks after the date passing of such notice is published resolution by irrevocable surrender of his Warrant certificate(s) to the Registrar with the Subscription Form(s) duly completed, together with payment of the Exercise Moneys (or the relative portion thereof), to elect by notice in writing to the Company to be treated as if it hadhe had immediately prior to the commencement of such winding-up exercised such of the Subscription Rights represented by his Warrant(s) as are specified in the Subscription Form(s) submitted by him and had on such date been the holder of the Shares to which he would have become entitled pursuant to such exercise and the Company and the liquidator of the Company shall give effect to such election accordingly. The Company shall give notice to the Warrantholder of the passing of any such resolution within seven days after the passing thereof and such notice shall contain a reminder to Warrantholder with respect to their rights under this paragraph (b) (to the extent applicable). Subject to the foregoing, immediately before if the Company is wound up, all Subscription Rights which have not been exercised at the date of the making of the order or passing of the such resolution or other dissolution, exercised all of its Warrants and it shall be entitled to receive out of the assets which would otherwise be available in the liquidation to the holders of Ordinary Shares, such a sum, if any, as it would have received had it been the holder of and paid for the Ordinary Shares to which it would have become entitled by virtue of such exercise, after deducting from such sum an amount equal to the amount which would have been payable by it in respect of such Ordinary Shares if it had exercised all his Warrants, but nothing contained in this Clause shall have the effect of requiring the Warrantholder to make any actual payment to the Company. 6.2 Subject to compliance with Clause 5.1, the Warrants shall lapse on the liquidation or winding up of the Companyand Warrant certificate shall cease to be valid for any purpose.

Winding Up of the Company. 6.1 If, at any time when any Warrants are exercisable, an order is made or an effective resolution is passed for (A) If the winding winding-up or dissolution of the Company or if any other dissolution of the Company by operation of law is to be effected then: (a) if such winding up or dissolution is for the purpose of a reconstruction or amalgamation pursuant to a scheme of arrangement to which the Warrantholders, or some persons designated by them for such purpose by a Special Resolution, shall be a party or in conjunction with which a proposal is made to the Warrantholders have consented in writingand is approved by a Special Resolution, the terms of such scheme of arrangement will or (as the case may be) proposal shall be binding on all the Warrantholder; orWarrantholders. (bB) in In any other case, every Warrantholder (or, in the Company shall forthwith notify case of joint Warrantholders, to the Warrantholder stating that whose name stands first in the Register in respect of the Warrant(s) held by such an order has been made or resolution has been passed or other dissolution is to be effected and the Warrantholder joint Warrantholders) shall be entitled at any time within one month six (6) weeks after the date passing of such notice is published to elect resolution by notice in writing irrevocable surrender of his Warrant certificate(s) to the Company with the Subscription Form(s) duly completed, together with payment of the Exercise Moneys (or the relative portion thereof), to elect to be treated as if it hadhe had immediately prior to the commencement of such winding-up exercised such of the Subscription Rights represented by his Warrant(s) as are specified in the Subscription Form(s) submitted by him and had on such date been the holder of the Shares to which he would have become entitled pursuant to such exercise and the Company and the liquidator of the Company shall give effect to such election accordingly. The Company shall give notice to the Warrantholders of the passing of such resolution within seven (7) days after the passing thereof and such notice shall contain a reminder to Warrantholders with respect to their rights under this paragraph (B) (to the extent applicable). Subject to the foregoing, immediately before if the Company is wound up, all Subscription Rights which have not been exercised at the date of the making of the order or passing of the such resolution or other dissolution, exercised all of its Warrants and it shall be entitled to receive out of the assets which would otherwise be available in the liquidation to the holders of Ordinary Shares, such a sum, if any, as it would have received had it been the holder of and paid for the Ordinary Shares to which it would have become entitled by virtue of such exercise, after deducting from such sum an amount equal to the amount which would have been payable by it in respect of such Ordinary Shares if it had exercised all his Warrants, but nothing contained in this Clause shall have the effect of requiring the Warrantholder to make any actual payment to the Company. 6.2 Subject to compliance with Clause 5.1, the Warrants shall lapse on the liquidation or winding up of the Companyand each Warrant certificate will cease to be valid for any purpose.

Winding Up of the Company. 6.1 14.1 If, at any time when any Warrants Subscription Rights are exercisableoutstanding, an order is made or an effective resolution is passed for the winding up or dissolution of the Company or if any other dissolution of the Company by operation of law is to be effected then:(a "Liquidation Event"), then the Holder may elect to have all the Escrow Relevant ASPS Shares released from the Escrow Account to the Holder, in exchange for cancellation of the Collateralised Warrants. (a) if such 14.2 If the winding up or dissolution is for the purpose of implementing a reconstruction reconstruction, amalgamation or amalgamation unitisation pursuant to a scheme of arrangement to which the Warrantholders have consented in writingsanctioned by an Extraordinary Resolution, the terms of such the scheme of arrangement will shall be binding on the Warrantholder; orHolders. (b) in any other case, the 14.3 The Company shall forthwith notify without delay send to the Warrantholder Holders a written notice stating that such an order has been made or resolution has been passed or other dissolution is to be effected and the Warrantholder shall be entitled at any time within one month after the date such effected. A Holder may elect, by written notice is published to elect by notice in writing to the Company Company, to be treated as if it he had, immediately before the date of the making of the order or passing of the resolution or other dissolution, exercised all of its Warrants and it Subscription Rights. On giving a notice under this Clause 14.3, a Holder shall be entitled to receive out of the assets which would otherwise be available in the liquidation to the holders of Ordinary Shares, such a sum, if any, as it he would have received had it he been the holder of and paid for the Ordinary Shares to which it he would have become entitled by virtue of such that exercise, after deducting from such sum an amount equal to the amount which would have been payable by it in respect of such Ordinary Shares if it had exercised all his Warrants, but nothing . Nothing contained in this Clause shall have 14.3 has the effect of requiring the Warrantholder a Holder to make any actual payment to the Company. 6.2 Subject to compliance with Clause 5.1, the Warrants shall lapse on the liquidation or winding up of the Company.

Winding Up of the Company. 6.1 If, at any time when any Warrants are exercisableprior to the end of the Subscription Period, an order is made or an effective resolution is passed for the winding up or dissolution of the Company or if any other dissolution of the Company by operation of law is to be effected then: (a) if such winding up or dissolution is except for the purpose of implementing a reconstruction or amalgamation pursuant on terms sanctioned by an Extraordinary Resolution whereby Warrantholders are granted substitute warrants over the equity share capital of the reconstructed or amalgamated company of a value no less than the value of the Warrants in issue immediately prior to a scheme of arrangement to which the Warrantholders have consented such reconstruction or amalgamation) each Warrantholder will (if in writing, the terms of such scheme of arrangement will be binding on the Warrantholder; or (b) in any other case, the Company shall forthwith notify the Warrantholder stating that such an order has been made or resolution has been passed or other dissolution is to be effected and the Warrantholder winding up there shall be entitled at any time within one month after a surplus available for distribution amongst the date such notice is published holders of the Warrant Shares which, taking into account the amounts payable to elect by notice exercise Subscription Rights, exceeds in writing respect of each Warrant Shares a sum equal to the Company to relevant Subscription Price) be treated as if it hadif, immediately before the date of the making of the such order or passing of resolution, the resolution or other dissolution, Subscription Rights had been exercised all of its Warrants in full on the terms then current and it shall accordingly be entitled to receive out of the assets which would otherwise be available in the liquidation according to the holders of Ordinary Shares, priority rights which would have been applicable to the relevant Warrant Shares under the Articles such a sum, if any, sum as it he would have received had it he been the holder of and paid for the Ordinary Warrant Shares to which it he would have become entitled by virtue of such exercise, subscription after deducting from such a sum an amount per Share equal to the amount which would have been payable by it in respect Subscription Price. Subject to the foregoing provisions of such Ordinary Shares if it had exercised this Paragraph 7, all his Warrants, but nothing contained in this Clause Subscription Rights shall have the effect of requiring the Warrantholder to make any actual payment to lapse upon an order being made or an effective resolution being passed for winding up the Company. 6.2 Subject to compliance with Clause 5.1, the Warrants shall lapse on the liquidation or winding up of the Company.

Winding Up of the Company. 6.1 If, at any time when any Warrants are exercisable, an order is made or an effective If a resolution is passed for the winding a members’ voluntary winding-up or dissolution of the Company or if any other dissolution of the Company by operation of law is to be effected then:then:- (a) if such winding winding-up or dissolution is for the purpose of a reconstruction or amalgamation pursuant to a scheme of arrangement to which approved by the Warrantholders have consented Warrantholders, or some person designated by them for such purpose, by Extraordinary Resolution (as defined in writingthe Deed Poll), the terms of such scheme of arrangement will shall be binding on all the WarrantholderWarrantholders; orand (b) in any other case, the Company shall forthwith notify the Warrantholder stating that such an order has been made or resolution has been passed or other dissolution is to be effected and the case every Warrantholder shall be entitled upon and subject to the Conditions at any time within one month six weeks after the date passing of such notice is published to elect resolution for a members’ voluntary winding-up of the Company by notice in writing irrevocable surrender of his Warrant Certificate(s) to the Company with the Exercise Notice(s) duly completed, together with payment of the relevant Exercise Price and having duly complied with all other conditions set out in Conditions 4(a) and 4(b), to elect to be treated as if it hadhe had immediately prior to the commencement of such winding-up exercised the Warrants to the extent specified in the Exercise Notice(s) and had on such date been the holder of the Shares to which he would have become entitled pursuant to such exercise and the liquidator of the Company shall, immediately before if permitted by law, give effect to such election accordingly. The Company shall give notice to the Warrantholders in accordance with Condition 11 of the passing of any such resolution within seven days after the passing thereof. Subject to the foregoing, if the Company is wound-up for any other reason, all Warrants which have not been exercised at the date of the making of the order or passing of the such resolution or other dissolution, exercised all of its Warrants shall lapse and it shall be entitled to receive out of the assets which would otherwise be available in the liquidation to the holders of Ordinary Shares, such a sum, if any, as it would have received had it been the holder of and paid for the Ordinary Shares to which it would have become entitled by virtue of such exercise, after deducting from such sum an amount equal to the amount which would have been payable by it in respect of such Ordinary Shares if it had exercised all his Warrants, but nothing contained in this Clause shall have the effect of requiring the Warrantholder to make any actual payment to the Company. 6.2 Subject to compliance with Clause 5.1, the Warrants shall lapse on the liquidation or winding up of the Companycease to be valid for any purpose.