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The Pamphlet Collection of Sir Robert Stout: Volume 7

XXIII.—Forfeiture of Shares

XXIII.—Forfeiture of Shares.

Forfeiture of Shares.

141. If any call in respect of any shares shall remain unpaid for fourteen days after the time appointed for that purpose (the notice under Article 136, if requisite, having been duly given), the Board may at any time thereafter give notice to the defaulting Shareholder that, unless the call, with interest thereon from time to time, and at the rate aforesaid, is paid within fourteen days from the service of the notice, the share will be liable to forfeiture, and if the said call and interest shall not be paid within fourteen days, the Board may at any time thereafter, before actual payment of the said call and interest, declare the share forfeited for the benefit of the Company.
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142. If any Shareholder upon whose registered

Shares of Defaulting Shareholder may be forfeited when.

shares the Company shall have a lien and charge shall not pay to the Company the moneys in respect of which the Company shall have the said lien and charge, within two calendar months after a notice in writing demanding payment shall have been given to him by the Board, the Board may at any time thereafter before actual payment declare the said shares, or any of them, forfeited for the benefit of the Company. Upon every

Credit to be given for market value of forfeited shares.

forfeiture under this article the Company shall give credit for the value of the shares on the day of forfeiture in or towards payment of the said moneys, and shall pay over any surplus of the value of the said shares at such market price to such forfeited Shareholder.
143. When any person entitled to claim a registered

Shares unregistered for six calendar months may be forfeited on notice.

share and not having entitled himself according to these presents to be registered as the holder thereof, fails for six calendar months after being thereunto required by notice from the Board so to entitle himself, the Board may at any time after the expiration of that period declare such share forfeited for the benefit of the Company.
144. The shares of any Shareholder who directly or

Forfeiture of shares by Shareholder commencing or threatening Company with proceedings at law, or appearing to have interests conflicting with those of Company subject to.

indirectly carries on, supports, commences, or threatens any action, suit, or other proceeding at law or in equity against the Company or the Board, or any of the Directors in their capacity of Directors, may, notwithstanding the pendency of any such proceeding, and whatever be the ground or alleged ground of any such proceeding, or the shares of any Shareholder who may appear to the Board to have interests conflicting with the interests of the Company, on the recommendation page 44 of the Board, and with the sanction of a General Meeting, shall be absolutely forfeited for the benefit of the Company; but in every such case the Company shall, within fourteen days after the forfeiture, pay to him the

Payment of full market price.

full market price of the shares at the time of the forfeiture thereof—the value in case of difference to be ascertained by arbitration.

Effect of Forfeiture.

145. The forfeiture of a share shall involve the extinction, at the time of the forfeiture, of all interest, claims, and demands in and against the Company in respect of the share, and all other rights incident to the share, except only such of those rights as by these presents are expressly saved.

Not to prejudice rights of Company.

146. The forfeiture of a share shall be subject and without prejudice to all claims and demands of the Company for calls in arrear thereon (if any), and interest on the arrears, and all other claims and demands of the Company against the holder of the share when it was forfeited (except such claims as are extinguished by forfeiture), and to the right of the Company to sue in respect thereof.

Company to sell Forfeited Share before suing.

147. The Company, however, shall not so sue, unless they at such time and in such manner as the Board thinks reasonable, first sell the forfeited share, and the net proceeds thereof are less than the amount of their claim, and shall then sue only for the balance unsatisfied by the net proceeds.

Remission of forfeiture.

148. The forfeiture of any share may at any time within twelve months after the forfeiture thereof is declared be remitted by the Board, at their discretion on payment by the defaulter of all sums due from him page 45 to the Company, and all expenses occasioned by non-payment thereof, and upon payment of such fine and performance of such other conditions as the Board deem reasonable, but the remission shall not be claimable as a matter of right.
149. The forfeiture of a share shall not prejudice

Forfeiture not to prejudice right to dividends.

the right to any dividend or dividends on account already declared thereon.
150. The sales and other dispositions of forfeited

Sales of forfeited shares.

shares may be made by the Board at such times and on such conditions as they may think fit.
151. A certificate in writing under the seal, and

Evidence of forfeiture of shares.

under the hand of one Director, and countersigned by the Secretary, that a share has been duly forfeited in pursuance of these presents, and stating the time when it was forfeited, shall, in favour of every person afterwards claiming to be a holder of the share, be conclusive evidence of the fact so certified, and an entry of the issue of every such certificate shall be made in the minutes of the proceedings of the Board.
152. Shares forfeited may, at the discretion of the

Forfeited sharer may be sold or extinguished.

Board, be sold or disposed of by them, or be absolutely extinguished, as they deem most advantageous for the Company.
153. Forfeited shares shall, until sold, disposed of,

Until sale or Extinguishment how to be registered.

or extinguished, be registered in the name of the Company, or of some person or persons to be named by and in trust for them; and with the dividends declared thereon, shall form part of the assets of the Company.