certified extract therefrom under the seal of the Company, which shall be sufficient 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 presents, to be a Shareholder, the Company shall be entitled to recover the sum 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 action. And in the action it shall not be necessary for the Company to prove or show any notice to the defendant, of such Call, or that he has ever, in any manner, been required to pay the same.
Forfeiture of Shares.
ARTICLE 43.—If any Call, or any interest thereon, or any part thereof respectively, be not paid by the Person liable to pay the same, within One Month after the time fixed or allowed for the payment of such Call, then the Share in respect whereof the Call or interest, or any part thereof, is in arrear, shall, immediately after the expiration of such One Month, become liable to forfeiture, for the benefit of the Company; and that, whether or not proceedings have been taken to enforce such payment, and 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 not within Twelve Months thereafter registered as the holder thereof, the Share shall immediately after the expiration of such Twelve Months, become liable to forfeiture for the benefit of the Company.
ARTICLE 44.—The forfeiture of a Share shall not, unless the Court otherwise order, operate as an extinguishment or satisfaction of the liability of any Person to pay any Call or interest payable upon the Share at the time of the forfeiture thereof being declared, or any expense incurred in respect of the Share.
ARTICLE 45.—In every case in which any Share is, under these 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, including any dividends or profits accrued in respect of such Share, and all subsequently accrued dividends and profits thereon, and all rights, powers, privileges, and advantages incidental to such Share, shall be forfeited to the Company; and all rights, claims, and demands whatsoever, against the Company, for or in respect of, or in relation to, the dividends or profits 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 Share, 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 defaulter, or some Person claiming under him, as provided by these presents.
ARTICLE 46.—If any Person from whom any Call or interest thereon, or any part thereof shall be due, and whose Share has been declared forfeited for non-payment thereof, shall show, to the satisfaction of the Court, that he is unable to pay the whole amount then remaining due from him in respect of such Call or interest, the Court may accept from him such sum by way of composition for, and in lieu of, the whole amount so then due from him, 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 continues 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 Share so forfeited.
ARTICLE 47.—Notwithstanding the forfeiture of a Share, the Court, at any time before the Share is sold or re-issued for the benefit of the Company as provided by these presents, may, on such terms, 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 Share, and either with or without the intermediate dividends or profits which would have accrued or become payable or recoverable in respect of the Share, if not forfeited; but such restoration of a Share shall not be a matter of right, but shall be purely a matter of grace and favor.
ARTICLE 48.—The Court, from time to time, may sell and dispose of, or allot, or re-issue any forfeited Shares, and may sell the same by public auction or private contract, with power to buy in and re-sell, and generally may deal therewith as 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 any other Persons approved by the Court.
ARTICLE 50.—No Person not being already a 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 51.—No Shareholder shall be entitled to transfer a Share after a Call is made thereon, until the Call or Calls made on that Share, and all other Calls (if any) due on every other Share held by him, and all interest (if any), and all costs and expenses (if any) in respect thereof be paid.
ARTICLE 52.—Every Transfer of a Share not effected by operation of law, shall be made by Deed, and such 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 Transferee, 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 Share 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 53.—Every Deed of Transfer shall, within Six Months after the execution thereof by the Transferor, be left at such Office or place as the Court may prescribe for that purpose, with the Certificate of every Share to be thereby transferred, and such Deed of Transfer shall be permanently deposited in the Custody of the Court, but the Certificate shall be delivered to the Transferee, after the Transfer is completed and registered, on his application for 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 Memorandum of the Transfer 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, not 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 Transferor, and the Transferee shall upon such Registration be bound in all respects as if he had signed this Deed as an original Shareholder.
ARTICLE 56.—The Court may close the Register of Transfers for not exceeding Fifteen Days before and Seven Days after every Ordinary Meeting, and any Transfer made while the Register is so closed, shall, as between the Company and the Person claiming under the Transfer, but not otherwise, be considered as made after the Meeting.
Register of Shareholders.
ARTICLE 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 entered, 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, shall, as soon as he has completed his purchase, and bound himself, his heirs, executors, administrators, and assigns by Deed, according to these presents, be entered in the Register of Shareholders as the holder of the Shares so purchased by him, but shall not (unless by express agreement) become entitled to any of the dividends or profits accrued, 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 Book to be called "Shareholders' Address Book" shall be provided, and kept under the superintendence of the Court, and therein shall, from time to time, be fairly and distinctly entered in alphabetical order, the Names of the Shareholders with their respective places of abode and description, so far as the same are, from time to time, known to the Company. And it shall be incumbent upon every Shareholder, wherever resident, to furnish an Address for service either in Hongkong or at some one of the open ports in China or Japan which shall be taken to be the Address of such last mentioned Shareholder for the purposes of these presents.
Shareholders.
ARTICLE 60.—Every Person, from time to time, entered in the Register of Shareholders as the holder of any Share, shall, unless and until his Share be by operation of law or otherwise vested in some other Person, be recognized and treated by the Company as the sole lawful and rightful owner and holder of such Share, and any other Person entitled or claiming to be owner or holder of such Share, or to be entered as the holder thereof, shall not have any claim against the Company in respect thereof, but shall claim only against the Person so entered and his representatives.
ARTICLE 61.—No Person howsoever claiming to be the owner or holder of any Share, shall as between himself and the Company be entitled to be treated, or recognized as such owner or holder, unless and until he be entered in the Register of Shareholders as the holder of such Share. But this provision shall not relieve any Person from any engagement on his part to become the holder of any Share, or from any liability in respect of any such engagement.
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certified extruck therefrom under the seal of the Company, which shall be sufficient 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 us provided by these presents, to be a Shareholder, the Company shall be entitled to recover the sum 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 nation. And in the action it shall not be necessary for the Company to prove or show any notice to the defendant, of such Call, or that he has ever, in any manner, been required to pay the same.
Forfeiture of Shures.
ARTICLE 43.-If any Call, or any interest thereon, or any part thereof respectively, be not paid by the Person liable 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, immediately after the expiration of such One Month, become liable to forfeiture, for the benefit of the Company; and that, whether or not proceedings have been taken to enforce suele pay- ment, and 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 not within Twelve Months thereafter registered as the holder thereof, the Share shall immediately after the expiration of such Twelve Months, become able to forfeiture for the benefit of the Company.
ARTICLE 44.--The forfeiture of a Share shall not, unless the Court otherwise order, operate as an extinguishment or satisfaction of the liability of any Person to pay any Call or interest payable apon the Share at the time of the forfeiture thereof being declared, or any expense incurred in respect of the Shure.
ARTICLE 45,-In every case in which any Share is, under these 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, including any dividends or profits accrued in respect of such Share, and all subsequently accrued dividends and profits thereon, and all rights, powers, privileges, and advantages incidental to such Share, shall be forfeited to the Company; and all rights, claims, and demands whatsoever, against the Company, for or in respect of, or in relation to, the dividends or profits go 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 Share, 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 defaulter, or some Person claiming nuder him, as provided by these presents.
ARTICLE 40-If any Person from whom any Call or interest thereon, or any part thereof shall be due, and whose Share has been declared forfeited for non-payment thereof, shaft show, to the satisfac- tion of the Court, that he is unable to pay the whole amount then remaining due from him in respect of such Call or interest, the Court may accept from him such sum by way of composition for, and in lien of, the whole amount so then due from him, 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 und interest, but no such composition shall be accepted from any Person while be continue a Shareholder in his own right in respect of any Share besides the Share so forfeited, or shall give hira any claith to or in respect of the Share so forfeited.
ARTICLE 47. Notwithstanding the forfeiture of a Share, the Court, at any time before the Share is sold or re-issued for the benefit of the Company as provided by these presents, may, on such terms, not contrary to the provisions of these presents, as the Court may think equitable, restore the Share to him or to any l'erson who, but for the forfeiture, would be entitled to the Share, and either with or without the interioediate dividends or profits which would have accrued or become payable or recover- uble in respect of the Share, if not forfeited; but such restoration of a Share shall not be a matter of right, but shall be purely a matter of grace and favor.
İmranu tea, sextiune inanan,
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AKTICLE 48.-The Court, from time to time, may sell and dispose of, or allot, or re-issue any forfeited Shares, and may sell the same by public auction or private contract, with power to buy in and re-sell, and generally may deal therewith as the Court think fit.
Transfer of Shaves.
ARTICLE 49,--Subject to the provisions of these presents, any Shareholder may sell and transfer all or any of bis Shares to any other Persons approved by the Court.
ARTICLE 50.--No Person not being already a Shareholder, or not being already approved of na 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 51,-No Shareholder shall be entitled to transfer a Share after a Call is made thereon, until the Call or Calls made on that Share, and all other Calls (if any) due on every other Share held by him, and all interest (if any), and all costs and expenses (if any) in respect thereof be paid.
Article 52.----Every Transfer of a Share not effected by opention of law, shall be made by Deed, and such 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 Transferee, 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 Trausterce of the Share 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 53.-Every Deed of Transfer shall, within Six Mouths after the execution thereof by the Transteror, he left at such Office or place as the Court may prescribe for that purpose, with the Certificate of every Share to be thereby transferred, and such Deed of Transfer shall be permanently deposited in the Custody of the Court, but the Certificate shall be delivered to the Transferee, after the Transfer is completed and registered, on his application for 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 Memorandum of the Transfer of every Share with the registered number of the Deed of Transter, and for every such entry, the Company
my demand and take a fee, not exceeding Half a Dollar a Share.
Auriola 55.—The Registration of a Transfer shall be conclusive evidence of the approval of the Court of the Transtores, and the Transferee shall upon such Registration be bound in all respects as if he had signed this Dead as an original Shareholder.
Auriola 56.—The Court may close the Register of Transfers for not exceeding Fifteen Days before and Seven Days after every Ordinary Meeting, and any Transfer made while the Register is so closed, shall, as between the Company and the Person claiming under the Transfer, but not otherwise, be considered as made after the Meeting.
Register of Shareholders.
ARTICLE 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 entered, the Names and Addresses of the several Shareholders, and the number of Shares to which they respectively are entitled, distinguisling every Share by its number.
ARTICLE 58-The Purchaser of a Share sold by or on behalf of the Company under these presents, shall, as soon as he has completed his purchase, and bound himself, his heirs, executors, administrators, and assigns by Deed, according to these prosents, be cutered in the Register of Shareholders as the bolder of the Shares so purchased by him, but shall noi (unless by express agreement) become entitled to any of the dividends or profits accrup, 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 Book to be called Shureholders' Address Book" shall be provided, and kept under the superintendence of the Court, and therein shall, from time to time, be fairly and distinctly entered in alpbabetical order, the Names of the Shareholders with their respective places of abode and description, so far as the same are, from time to time, known to the Company. And it shall be incum- bent upon every Shareholder, wherever resident, to furnish an Address for service either in flungkong or at some Que of the open ports in China or Japan which shall be taken to be the Address of such last mentioned Shareholder for the purposes of these presents.
Shareholders.
ARTICLE 60.-Every Person, from time to time, entered in the Register of Shareholders as the holder of any Shure, shall, unless and until his Share be by operation of law or otherwise vested in some other Person, be recognized and treated by the Company as the sole lawful and rightful owner and holder of such Share, and any other Person entitled or claiming to he owner or holder of such Share, or to be entered as the holder thereof, shall not have any clana against the Company in respect thereof, but shall claim only against the Person so entered and his representatives.
ARTICLE 81-No Person howsoever claiming to be the owner or holder of any Share, shall as between himself and the Company be entitled to be treated, or
recognized as such owner or holder, unless and until he be entered in the Register of Shareholders as the holder of such Share. But this provision shall not reheve my Person from any engagement on his part to become the holder of any Share, or from any liability in respect of any such engagement.
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