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transferee, and the transferor shall be deemed to remain a holder of the share mutil the name of the transferee is entered in the register of members in respect thereof.

19. Shares in the company shall be transferred in the following foun, or in any usual or common form which the directors shall approve -

J, A.B. of

sum of $

in consideration of the

paid to me by C.D. of (hereinafter called "the said transferce") do hereby transfer to the suid transferce the share for shares] numbered in the undertaking called the Company Limited, to hold unto the said trans- feree his exerntors, administrators, and assigns, subject to the several conditious on which i heki the same at the time of the execution thereof; and I, the said transferee, do hereby agree to take the said share [or shares] subject to the coalitions aforesaid, As witness our bands the

day of

Witness to the signatures of, &c.

20. The directors may decline to register any transfer of shares, not being fully-paid shares, to a person of whom they do not approve, ami may also decline to register any transfer of shares on which the company has a lien. The directors may also suspend the registration of transfors during the fourteen days immediately preceding the ordinary general meeting in each year. The directors may decline to recognise any instrument of transfer unless —

(a) a fee not exceeding two dollars is paid to the

company in respect thereof, and

(b) the instrument of transfer is accompanied by the certificate of the shares to which it relates, and such other evidence as the directors may rea- sonably require to show the right of the transferor to take the transfer.

21. The executors or administrators of a deceased sole holder of a share shall be the only persons recognised by the company as hasing any tities to the share. In the case of a share registered in the names of two or more holders, the survivors or survivor, or the executors or administra- tors of the deceased survivor, shall be the only persons recognised by the company as having any title to the share.

22. Any person becoming entitled to a share in conse quence of the death or bankruptcy of a member shall, upon such evidence being produced as may from time to time be required by the directors, have the right, either to be registored as a member in respect of the shure or, instead of being registered himself, to make such transfer of the share as the deceased or bankrupt person could have made; the directors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the stare by the deceased or bankrupt person before the death or bankruptcy.

23. A person becoming entitled to a share by reuson of be death or bankruptcy of the holder shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share. except that he shall not, before being registered as a wen- bor in respect of the share, be entitled in respect of it to exercise my right conferred by membership in relation to inertings of the company.

Forfeiture of Share,

94. If a member fails to pay any call or instalment of a call on the day appointed for payment thereof, the directors may, at any time thereafter during such time as any part of such call or instalment remains unpaid, serve a notice on him requiring payment of so much of the call or instal- ment as is unpaid, together with any interest which may have accrued.

25. The notice shall name a further day (not earlier than the expiration of leurteen days from the date of the notice) on or before which the payment required by the notice is to be male, and shall site that in the event of nonpayment

87

at or before the time appointed the shares in respect of which the call was made will be liable to be forfeited.

26. If the requirements of any such notice as aforesaid are not complied with, any share in respect of which the notice has been given may at any time thereafter, before the payment required by the notice has been made, be forfeited by a resolution of the directors to that effect.

27. A forfeited share may be sold or otherwise disposed of on such terms and in such manner as the directors think fit, and as any time before a sale or disposition the forfeiture may be cancelled on such terms as the directors think fit.

28. A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares, but shall, notwithstanding, remain liable to pay to the company all moneys which, at the date of forfeiture, were presently payable by im to the company in respect of the shares, but hie liability shall cease if and when the company receive payment in full of the nominal amount of the simres.

29. A statutory declantion in writing that the declarant is a director of the company and that a share in the com- pany bus been duly forfeited on a date stated in the declar ation, shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share, aud that declaration and the receipt of the company for the consideration, if any, given for the share on the sale or disposition thereof sbail" constitute a good rifle to the shure, and the person to whom the share is sold or disposed of shall be registered as the holder of the share and shall not be bound to see to the application of the purchase money, if any, nor shall his title to the shure he affected by any irregularity or invalidity in the procedings in reference to the forfeiture, sale or disposal of the share.

30. The provisions of these regulations na to forfeiture shall apply in the case of numpayment of any sum which, by the terms of issue of a share, becomes payable at a fixed time, whether on account of the amount of the shure, or by way of premium, as if the same had been payable by virtue of a cali duly made ami notified,

Conversion of Shares into Stock.

31. The directors may, with the sauction of the com- pany previously given in general meeting, convert any paid-up shares into rock, and teay with the like sanction reconvert any stock into paid-up shares of any devomiu- ation.

32. The tolders of stock may transfer the same, or any part thereof, in the same manner, and subject to the same regulations, as, and subject to which, the shares from which the stock arose might previously to conversion have been transferred, ne as near thereto as chcumstances admit; but the directors may from time to time fix the minimum amount of stock transferrable, and restrict or forbid the transfer of fractions of that minimum, but the minimum shall not exreel the nominal amount of the shares from which the stock arose.

33. The holders of stock shall, neeording to the amount of the stock held by them, have the same rights, privileges, und advantages as regards dividends, voting at meetings of the company, and other matters as if they held the shares from which the stock arose, but no such privilege or advantage (except participation in the dividends and profits of the company) shall be conferred by any such aliquot part of stock as would not, if existing in sharce, have conferred that privilege or advantage.

34. Such of the regulations of the company (other than those relating to share warrants) as are applicable to paid-up shares shall apply to stock, and the words "share" and "shareholder" therein shall include "stock" and "stock- holder."

Share #urrunts.

35. The company may issue share warrants, and accord- ingly the directors may in their discretion, with respect to any share which is fully paid up, on applications in writing signed by the person registered as bolder of the share, and authenticated by such evidence, if any, as the directors

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