CO129-124 - Sir MacDonnell - 1867 [8-9] — Page 15

Actions for Cells.

Aurier 38.-If any Shareholder fail to pay any Call or any part thereof at the time fixed or allowed for the payment thereof, the Company may, without any further notice, sne such Shareholder in any Court of competent jurisdiction for the amount of such Call or so much thereof us is then unpaid and may recover the sume with interest as aforesaid.

ARTICLE 39.-- In case of any action at law being brought against any Person to recover any Call er interest, or any part thereof respectively, it shall not be necessary to decture specially in respect of the subject matter thereof, unless the Court think it so to do; but it shall be sufficient to declare that the deferent is a holder of a Share or Shores in the Company (stating the number of Shares). and is indebted to the Company in the sum of money sought to be recovered for a Call or Calls whereby an action hath accrued to the Company by virtue of this Deed; and this Dead shall estop the defendant from availing himself of any defects or error in such form of declaration, by ples or otherwise, in alatement or bar of the action.

ARTICLE 40.- any action: at law, brought against any l'erson in the character of a Shareholder for the recovery of any Cell or interest or any part thereof respectively, if the name of such Person appear in the Register of Shareholders as the holder of the Share in respect whereof the Cull is payable, that Register shall be received upon the trial of the action as conclusive evidence against the detinduur. of his being the holder of the Share or number of Shares therein appearing to be held by him, and of the time or times at which he held or required the same, and of the amount of such Share or Shares; but the existence of that Regiger shall not prevent the reception, on behalf of the Company, of the parel evidence of the several intters, for proof whereof the Register may be adduced.

ARTICLE 41-Upon the trial of any such action, parol evidence may be received against the defendant of sit the matters which tight be provest by the entries contained in the Register of Shure- holders; and pare) evidence may be received against the defendant, of any order or resolution of the Court under which the Call sought to be recovered was required to be paid; or such order or resolution may be proved in the notion by the production of the record in the Court Minute tivoli sa le anim certified extract therefrom and tan sort of the Company, which shall be efficient proof that the Call in question has been made in due form and in accordance with the provisions of this deed.

ARTICLE 42.-After any such proof given in the action, and the defendant having been proved as provided by these presenta, to be a Shareholder, the Company shall be entitled to recover the saun sought to be recovered in the action, without adducing further proof of the liability of the defendant : and the issue in the action shall then be upon the defendant to show his non-liability as to the cause of aution. And in the action it shall not be necessary for the Company to prove or show any notice to the defendant, of sach Call, or that he has ever, in any manner, becao required to pay the same.

Forfeiture of Shares.

Aerrous 43.--If any Call, or any interest thereon, or any part thereof respectively, be not paid by the Person fiable to pay the same, within One Month after the time fixed or allowed for the pay- ment of such Call, then the Share in respect whereof the Call or interest, or any part thereof, is in arrear, shall, framediately after the expiration of such One Mouth, become linble to forfeiture, for the benefit of the Company; and that, whether or not proceedings have been taken to enforce such pay- ment, und whether or not payment of any amount less than the whole debt and costs have been obtained by means of such proceedings or otherwise; and if any Share be transferred, by operation of law, and some Person be met within Twelve Months thereafter registered as the holder thereof, the Share sull immediately after the expiration of such Twelve Months, become fable to forfeiture for the benefit of the Company.

ARTICLE 44.--The forfaitare of a Share shall not, unless the Court otherwise order, operate as an extinguishment or satisfaction of the liability of way Person to pay any Call or interest payable upon the Share at the thue of the forfeiture thereof being deckarest, or any expense incurred in respect

of the Share.

Akros 40,-in overy case in which any Share is, under the presents, liable to forfeiture, the Court may pass a resolution declaring such Share forfeited, and immediately thereupon such Share and all rights and interests in respect thereof, incinding any dividends or prolita acerned in respect of such Share, and all subsequently accrued dividends and profits thereou, and all rights, powers, privileges, and advantages incidental to such Share, shall be forfeited to the Company; and all righta, clairas, and demands whatsoever, against the Company, for or in respect of, or in relation to, the dividends or profita so forfeited shall, unless the Court otherwise determine, be absolutely extinguished for the benefit of the Company; and the rights of voting, and all other rights and powers incidental to the Slere, shall remain in suspense or abeyance until the Share be sold or re-issued by the Court, for the benefit of the Company, or be restored to the defaniter, or some Person claiming under him, as provided by these presente,

ARTICLE 46-It any Person from whom any Call or interest thereon, or any part thereof shall be duc, and whose Share has been declared forfeited for non-payment thereof, shall show, to the satisfac tion of the Court, that it is unable to pay the whole amount then remaining due from bin in respect of such Call or interest, the Court may accept from hire such sun by way of composition for, and in lieu of the whole amount so then due from bin, as the Court may determine; and, upon the payment of such composition, may discharge him from all claims and demands whatsoever then remaining due in respect of such Call and interest, but no such composition shall be accepted from any Person while he continue a Shareholder in his own right in respect of any Share besides the Share so forfeited, or shall give him any claim to or in respect of the Shore so forfeited.

ARTICLE 47. Notwithstanding the forfeiture of a Share, the Court, at any time before the Slure is sold or re-issued for the benefit of the Company es provided by these presents, may, on such teras, not contrary to the provisions of these presents, as the Court may think equitable, restore the Share to

him or to any Person who, but for the forfeiture, would be entitled to the Shere, and either with or without the intermediate dividends or profits which would have sccrued or become payable or recover- able in respect of the Share, if not forfeited; but such rustoration of a Share shall not be a tatter of right, but shall be purely a matter of grace and favor.

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ARTICLE 48.--The Court, from time to time, many sell and dispose of, or allot, or re-issue any forfeited Shares, and may sell the same by publie auction or private contract, with power to buy in and re-sell, and generally may deal therewith us the Court think fit.

Transfer of Shares.

ARTICLE 49—Subject to the provisions of these presents, any Shareholder may sell and transfer all or any of his Shares to my other Persons approved by the Court.

ARTICLE 50.-No Person not being already & Shareholder, or not being already approved of as such by the Court, or not being a lawful claimant of a Share, shall be entitled to become a Transferee of a Share, unless and until he be approved by the Court, and in no case shall it be incumbent on the Court to assign any reason for refusing to approve the Person proposed to become a Transferee of any Share.

ARTICLE 31 --No Shareholder studl be entitled to transfer a Share after a Call is made thereon, until the Call or Calls nude on that Share, and all other Calls (if any) due on every other Share hold by him, and all interest (if any), and all costs and expenses (if any) in respect thereof be peid.

ARTICLE 52,-- Every Transfer of a Shure not affected by operation of law, shall be made by Deed, and sucht Deed shall be in such form as the Court, from time to time, prescribe, but shall contain the name, place of abode, or of business, and description of the Transferet, and until otherwise so prescribed, may be according to the form in the second Schedule hereto, or to the like effect, and in any such Deed, there shall be contained a covenant by the Transferee of the Shure thereby transferred, to perform and observe all the duties and obligations of a Shareholder, in respect of the Share, in like manner as if the Transferee were party to this Deed.

Article 58.—Every Deed of Transfer shall, within Six Mouths after the execution thereof by the Trausteror, be left at such Office or pince as the Court may prescribe for that purpose, with the Certificate of every Share to be thereby transferred, mud such Deed of Transfer shall be permanently deposited in the Castody of the Court, but the Certificate shail be delivered to the Transferee, uffer the Transfer is completed and registered, on bis application fe it.

Register of Transfer,

ARTICLE 54.-A. Book shall be provided and kept under the superintendence of the Court, in which, from time to time, shall be fairly and distinctly entered a Menorandoin of the Transter of every Share with the registered number of the Deed of Transfer, and for every such entry, the Company may demand and take a fee, vol exceeding Half a Dollar a Share.

ARTICLE 55--The Registration of a Transfer shall be conclusive evidence of the approval of the Court of the Transferce, and the Transforse shall upon such Registration be bound in all respecte as

if he had signed this Deed as an original Shareholder.

Article 06.-The Court may close the Register of Transfers for not exceeding Fifteen Days before and Soven Days alter every Ordinary Meeting, and any Transfer made while the Itegister is so closed, shall, as between the Company and the Person claining noder the Transfer, but not otherwise, be considered as made after the Meeting.

Register of Shareholders.

Aurione 57.—A Book to be called "The Register of Shareholders," shall be provided and kept under the superintendence of the Court, and therein shall, from time to time, be fairly and distinctly cutered, the Names and Addresses of the several Shareholders, and the number of Shares to which they respectively are entitled, distinguishing every Share by its number.

ARTICLE 58.—The Purchaser of a Share sold by or on behalf of the Company under these presents, stall, as soon as he has completed his purchase, and bound himself, his heirs, exccatos, administrators, and assigns by Doed, according to these presents, be entered in the Begister of Shorcholders as the holder of the Shares su purchased by him, but shall nos (unless by express agreement) become entitled to any of the dividends or profits accred, or which might have accrued upon the Share before the time of completing his purchase, and shall not (unless by express agreement) be liable to pay any Call payable in respect of the Share before the time of his agreement to purchase

it.

Shareholders Address Book.

ARTICLE 59.--A Pook to be culled "Shareholders' Address Book" shall be provided, and kept under the superintendence of the Court, and therein shall, from time to time, he fairly and distinctly entered in alphabetical order, the Names of the Shareholders with their respective plučes of abode mol description, so far as the same are, from tune to time, known to the Campany. And it shall be fucum bout upon every Shareholder, wherever resident, în finish un Address for service either in Hongkong or at some One of the open ports in Chiro or Japan which shall be taken to be the Address of auch: last mentioned Shareholder for the purposes of these presents,

Shareholders.