THE COMPANIES ACT 2006 PRIVATE COMPANY LIMITED BY SHARES NEW ARTICLES OF ASSOCIATION OF PLAY THERAPY INTERNATIONAL LIMITED
Company number 04595278
(Adopted by Special Resolution passed INSERT)
1. PRELIMINARY
1.1. The model articles contained in The Companies (Model Articles) Regulations 2008 (SI 208/3229) (the “Model Articles”) shall apply to the Company except in so far as they are modified or excluded by these Articles. The following regulations of the Model Articles shall not apply to the Company, namely – 7, 8, 9(1) and (3), 10, 11(2) and (3), 13, 14(1) to (4) inclusive, 17(2), 26(5), 42, 44(2), 45(1)(d), 52 and 53.
1.2. In these Articles –
“Act” means the Companies Act 2006
“the Board” means the Board of Directors of the Company from time to time.
“Business Day” means any day (other than a Saturday, Sunday or public holiday in the United Kingdom) on which clearing banks in the City of London are generally open for business.
“Executive Team” means the executive team of Monika Jephcott, Maria Bayne and Eileen Braham and such other people as the Company may appoint to that team.
“Group Company” at any time means the Company or any other company which at that time is a holding company or a subsidiary of the Company as those terms are defined in section 1159 of the Act. A company shall be treated, for the purposes only of the membership requirement contained in sections 1159(1)(b) and (c) as a member of another company even if its shares in that other company are registered in the name of (a) another person (or its nominee) by way of security or in connection with the taking of security, or (b) its nominee. IN the case of a limited liability partnership which is a subsidiary of a company or another limited liability partnership, section 1159 of the Act shall for such purposes be interpreted as if (a) references in sections 1159(1)(a0 and (c) to voting rights are to the members’ rights to vote on all or substantially all matters which are decided by a vote of the members of the limited liability partnership; and (b) the reference in section 1159(1)(b) to the right to appoint or remove a majority of its board of directors is to the right to appoint or remove members holding a majority of the voting rights.
Intellectual Property Rights: all patents, rights to inventions, copyright and related rights, trade marks business names and domain names, rights in get-up, rights in designs, rights in computer software, data held, databases, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similiar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world both in relation to and connected with the “Integrative New Holistic Model”.
“Testamentary Disposition” shall include the intestacy of the deceased and any will or equivalent disposition in any jurisdiction whether or not the United Kingdom and whether or not varied after death.
2. SHARE CAPITAL
2.1. The share capital of the Company as at the date of the adoption of these Articles is £1,000 divided into 1,000 ordinary shares of £1 each (“Ordinary Shares”)) of which only 120 Ordinary Shares are in issue.
2.2. Save to the extent authorised by these Articles, or authorised from time to time by an ordinary resolution of the shareholders, the Directors shall not exercise any power to allot shares or to grant rights to subscribe for, or to convert any security into, any shares in the Company.
2.3. Subject to the provisions of Articles 2.4 to 2.7 inclusive the Directors are generally and unconditionally authorised, for the purposes of section 550 of the Act and generally, to exercise any power of the Company to:
2.3.1. offer or allot and/or
2.3.2. grant rights to subscribe for or to convert any security into and/or
2.3.3. otherwise deal in, or dispose of
any Ordinary Shares to any person, at any time and subject to any terms and conditions as the Directors think proper.
2.4. In accordance with section 569 of the Act, the Directors be generally empowered to allot equity securities (as defined by section 560 of the Act) as if section 561 of the Act did not apply to any such allotment provided that the authority granted by this resolution shall ceased to have effect where
2.4.1. this power is revoked;
2.4.2. the Company ceased to be a private company limited by shares, or
2.4.3. there is more than one class of shares in the Company.
2.5. Unless otherwise agreed by special resolution, if the Company proposes to allot any equity securities (other than any equity securities to be held under an employee’s share scheme), those equity securities shall not be allotted to any person unless the Company has first offered them to all members holding Ordinary Shares on the date of the offer on the same terms, and at the same price, as those equity securities are being offered to other persons on a pari passu and pro rata basis to the number of shares held by those holders (as nearly as possible without involving fractions). The offer
2.5.1. shall be in writing, shall be open for acceptance for a period of 30 business days from the date of the offer and shall give details of the number and subscription price of the relevant equity securities, and
2.5.2. may stipulate that any such shareholder who wishes to subscribe for a number of equity securities in excess of the proportion to which he is entitled shall, in his acceptance, state the number of excess equity securities (Excess Securities) for which he wishes to subscribe.
2.6. Any equity securities not accepted by such shareholders pursuant to the offer made to them in accordance with Article 2.5 shall be used for satisfying any requests for Excess Securities made pursuant to Article 2.5. If there are insufficient Excess Securities to satisfy such requests, the Excess Securities shall be allotted to the applicants pro rata to the number of shares held by the applicants immediately before the offer was made to shareholders in accordance with Article 2.5 (as nearly as possible without involving fractions or increasing the number of Excess Securities allotted to any shareholder beyond that applied for by him). After that allotment, any Excess Securities remaining shall be offered to any other person as the Directors may determine, at the same price and on the same terms as the offer to such shareholders.
2.7. No shares shall be allotted to any employee, Director, or any prospective employee or Director unless such person has entered into a joint election with the Company under section 431 of the Income Tax (Earnings and Pensions) Act 2003 (as amended or re-enacted from time to time).
3. LIEN
3.1. The Company shall have a first and paramount lien on all shares, whether fully paid or not, standing registered in the name of any person indebted or under liability to the Company and for all moneys (whether presently payable or not) payable at a fixed time or called in respect of that share, whether he shall be the sole registered holder thereof or shall be one of two or more joint holders, for all moneys presently payable by him or his estate to the Company.
3.2. The Company’s lien over a share
3.2.1. takes priority over any third party’s interest in that share, and
3.2.2. extends to any dividend or other money payable by the Company in respect of that share and (if the lien is enforced and the share is sold by the Company) the proceeds of sale of that share.
3.3. The Directors may at any time decide that a share which is or would otherwise be subject to the Company’s lien shall not be subject to it, either wholly or in part.
4. TRANSFER OF SHARES
4.1. No share or interest in any share (whether a legal, equitable or beneficial interest) may at any time be transferred (whether by or pursuant to a gift, transfer, sale, charge, mortgage, Testamentary Disposition, renunciation of an allotment, notice given by a transmittee to the Company electing to become the holder of any shares, an instrument of transfer under regulation 28(2) of the Model Articles or otherwise) to any person other than the Company itself (whether or not such person is a member of the Company) unless –
4.1.1. such transfer is made by a member being a body corporate (referred to in this Article 4.1 as “the Transferring Member”) to another body corporate which is a member of the same group of companies as the Transferring Member PROVIDED that before any such transfer may be made to a member of the same group of companies (referred to in this Article 4.1.1. as “the Transferee”) the Transferee shall undertake in writing to the Company to be bound by the obligation hereinafter set out. Where shares have been transferred to a Transferee whether pursuant to this Article 4.1.1 or otherwise and whether directly or by a series of transactions and the Transferee ceases to be a member of the same group of companies as the Transferring Member (being in the case of a series of transactions to the original Transferring Member) the Transferee shall be bound forthwith to notify the Board of such cessation and forthwith to transfer all of the shares in the capital of the Company held by it to such Transferring Member (such transfer being deemed to have been approved by all member for the purpose of these Articles). If the Transferee shall be in default of the obligation to transfer such shares as aforesaid the Board shall be entitled to require the Transferee to give a Transfer Notice (as hereinafter defined) in respect of those shares. For this purpose a company shall be treated as being a member of the same group of companies as the Transferring Member if and only if it is a group undertaking of that Transferring Member within section 1161(5) of the Act, or
4.1.2. unless and until consent in writing to such transfer shall have been given (at any time whether or not prior to such transfer) by those persons (whether or not including the proposed transferor) being the holder of not less than 90 per cent of the shares in the Company in issue at the time of the giving of such consent, or
4.1.3. unless and until the requirements hereinafter set out in this Article 4 shall have been duly complied with any purported transfer made other than in due compliance with this Article 4 shall be void.
4.2. Once given, any consent referred to in Article 4.1.2 may not be withdrawn except with the prior approval in writing of the proposed transferor. A consent given pursuant to Article 4.1.2 need not be in the form of a deed and may be given subject to conditions.
4.3. Before transferring any shares or any interest therein (other than by way of a transfer made in compliance with the requirements of Article 4.1.1 or 4.1.2) the person or persons proposing to transfer the same (including any person or persons entitled to any shares or any interest therein in consequence of the death of any person) (hereinafter referred to as the “Transferor”) shall give notice in writing (hereinafter referred to as a “Transfer Notice”) to the Board that he desires to transfer the same. A Transfer Notice shall specify the number and class of shares the Transferor desires to transfer or in which he desires to transfer an interest (such shares being in each case hereinafter together referred to as “the Shares”). A Transfer Notice may not relate to more than one class of shares. A Transfer notice may contain a provision that unless all of the Shares are sold by the Company pursuant to the following provisions of this Article none shall be so sold and such provision shall be binding on all persons. A Transfer Notice given by a Transferor shall constitute the Company his agent for the sale of the Shares (together with all rights attached thereto at the date of receipt of the Transfer Notice) at the Prescribed Price (as hereinafter defined) and according to the provisions hereinafter set out in this Article. A Transfer Notice shall be revocable only with the prior consent in writing of all the members of the Company or otherwise in accordance with Article 4.8. A copy of each Transfer Notice received by the Board shall be given or sent to each shareholder of the Company (other than the Transferor) as soon as practicable after it has been received.
4.4. If in relation to a Transfer Notice, at any time before or not more than fourteen days after the date on which the Transfer Notice was received, the Transferor and all the other members of the Company shall (whether or not in any separate agreement) have agreed in writing a price for the Shares then such price shall be the Prescribed Price for the purposes of this Article. In the absence of any such agreement as to the price of the Shares as aforesaid then the Prescribed Price per share shall be determined as follows –
4.4.1. The Board or any one of the Directors shall within twenty-one days of receiving a Transfer Notice (or in the case of a deemed notice, as soon as practicably possible after that notice is treated as having been received by the Board) request the auditors of the Company for the time being, or to the extent there are no auditors, the accountants of the Company for the time being (hereinafter referred to as “the Auditors”) to determine and certify the sum per share considered by them to be the fair value thereof as at the date of receipt of the Transfer Notice. The fair value per share shall be calculated by ascertaining the fair value of all the issue shares in the Company as at the aforesaid date and by taking such fraction of such fair value as is arrived at by dividing the nominal value of one of the Shares by the nominal value of all the shares in the Company in issue at that date. The sum per share so determined in writing by the Auditors shall be the Prescribed Price for the purposes of this Article. Such determination is hereinafter referred to as “the Auditors’ Determination”.
4.4.2. In determining the value of the Shares for this purpose, the Auditors shall assume a sale of the Company on a going concern basis between a willing buyer and willing seller and shall implement any agreement in writing made at any time between the Transferor and all the other members of the Company as to the basis upon which the price for the Shares is to be determined for the purposes of this Article.
4.4.3. The Auditors in carrying out their valuation of the Shares shall take into account any charge or other encumbrance drawn to their attention affecting the Shares and to which the proposed transfer may be subject and the Transferor shall provide the Auditors with all appropriate information requested by them to enable them to carry out their valuation. In the event of any uncertainty as to whether any transfer of the Shares will be subject to any such charge or encumbrance the Auditor’s Valuation may be expressed on an alternative basis with the appropriate basis applying as between the parties according to the outcome of that uncertainty.
4.4.4. Unless the Auditors’ Determination otherwise provides, it shall be assumed for all purposes that the Shares will be transferred by the Transferor free from all encumbrances and with full title guarantee.
4.4.5. The Transferor shall provide the Auditors with all appropriate information requested by them to enable them to make their determination.
4.4.6. The Auditors’ Determination need not contain the assumptions on which the Auditors’ valuation is carried out nor details of the calculations made in arriving at such valuation.
4.4.7. In carrying out such valuation as aforesaid the Auditors shall take into account any representations made by the members and any valuations of the Company’s assets prepared by professional valuers. The Auditors’ Determination shall be produced by the Auditors as soon as reasonably practicable and, in any event, within 90 days after the Auditors shall have been requested to determine a value. A copy of the Auditors’ Determination shall be sent by the Board or by any one of the Directors to the Transferor in respect of whose shares it is issued immediately on its issue.
4.4.8. The members of the Company shall co-operate with each other and the Company as may reasonably be necessary or convenient to ensure that effect shall be given to the valuation process set out in this Article 4.4.
4.5. If in relation to any Transfer Notice there are no Auditors or the Auditors are unable or unwilling to act in determining the value of the Shares the valuation shall be carried out by an independent Chartered Accountant agreed upon by members of the Company holding between them not less than 90 per cent of the shares in issue or in default to be selected by the President for the time being of the Institute of Chartered Accountants in England and Wales on the application of the Company or of any member at any time and references to the Auditors in this Article shall where appropriate be treated as including reference to a Chartered Accountant so agreed or selected.
4.6. The Auditors shall act hereunder as experts and not as arbitrators and their determination shall be final and binding on all persons and the costs of their determination shall be borne by the Transferor and the transferees (if any) in such proportions as the Auditors in their absolute discretion consider fair in all the circumstances.
4.7. If in relation to any Transfer Notice the Transferor and all the other members of the Company shall have agreed a price for the Shares after the period of 14 days referred to in Article 4.4 but before the Auditors’ Determination shall have been produced, then that price shall be the Prescribed Price for the purposes of this Article 4. The costs of the Auditors shall in that event be apportioned in accordance with Article 4.6. For the avoidance of doubt, once the Prescribed Price shall have been so agreed (and whether or not the Auditors’ Determination shall subsequently be produced) the Auditors’ Determination in respect of such Transfer Notice shall have no effect for the purposes of determining the Prescribed Price in relation thereto.
4.8. In the event that the Prescribed Price as determined by the Auditors in manner aforesaid in relation to any Transfer Notice given by a Transferor (other than one required to be given pursuant to Articles 4.13, 4.15.1, 4.15.2, 4.16, 4.17 or 4.18 or required to be given by any particular agreement to which the member is party and other than one deemed to have been given) shall not be acceptable to the Transferor he shall be entitled to withdraw such Transfer Notice by giving a withdrawal notice in writing to the Board within fourteen days of receiving a copy of the Auditors’ Determination in respect thereof stating that he thereby withdraws his Transfer Notice (such period being hereinafter referred to as the “Withdrawal Period”).
4.9. A further copy of each Transfer Notice received by the Board shall be given or sent to each shareholder of the Company (other than the Transferor) (in the case where the Prescribed Price in relation to a Transfer Notice was agreed) within twenty-one days of receipt by the Board of that Notice or within seven days following agreement of the Prescribed Price (whichever shall be the later), (in the case where the Auditors are to determine the Prescribed Price and the Transferor has not withdrawn the Transfer Notice actually given by him) forthwith after the expiry of the Withdrawal Period and (in the case where the Auditors are to determine the Prescribed Price in relation to a deemed Transfer Notice) forthwith after the Auditors’ Determination has been received by the Board, together , in each of the last two cases, with a copy of that determination setting out the Prescribed Price in relation to the Shares the subject of the Transfer Notice in question. Each copy of the Transfer Notice shall be accompanied by an offer in writing from the Board (hereinafter referred to as an “Offer”) offering to sell all of the Shares to the members of the Company (other than the Transferor) at the Prescribed Price per share in accordance with the provisions of the next following sub-paragraph of this Article and on the terms that the Shares shall be allocated firstly to all the applicants (if any) who are members holding shares of the same class as the Shares and in the case of competition between them, in proportion (as nearly as possible without involving fractions) according to the number of shares of that class of which they are registered or entitled to be registered as holders and secondly insofar as any of the Shares remain to be allocated hereunder to all the other applicants and, in the case of competition between them, in proportion (as nearly as possible without involving fractions) according to the number of shares in the Company of which they are registered or entitled to be registered as holders, provided that (save as may be convenient to deal with any fractional shares) no applicant shall be obliged to take more than the maximum number of shares applied for by him. Such Offer shall limit a period of time (not being less than twenty-one says nor more than forty-two days) (hereinafter referred to as “the Offer Period”) within which it must be accepted or in default will lapse.
4.10. If by the end of the last possible date for acceptances by offerees of the Shares (hereinafter referred to as “the Relevant Date”) as provided for in Article 4.9 the Board shall have found any person or persons in accordance with the previous provisions of this Article who are able and willing to purchase all the Shares or any of them it shall forthwith give notice in writing thereof to the Transferor who shall be bound, upon payment of the Prescribed Price, to transfer such Shares to the respective purchasers free from all liens and encumbrances and with full title guarantee. Every such notice shall state the names and addresses of the purchaser or purchasers, the number and class of the Shares agreed to be purchased by him or them respectively and the place and time appointed by the Board for completion of the purchase or purchases. Such time shall not be less than seven days nor more than fourteen days after the date of such notice provided always that if the Transfer Notice shall state that the Transferor is not willing to transfer part only of the Shares or if the Transfer Notice was required to be given pursuant to Articles 4.13, 4.15.1, 4.15.2, 4.16, 4.17 r 4.18 the Transferor shall not be obliged to sell any of the Shares under this Article 4.10 unless the Company shall have found purchasers for all of the Shares. Unless otherwise agreed completion shall take place at the registered office of the Company.
4.11. If (a) by the Relevant Date no notice in writing shall have been given that the Company has found purchasers able and willing to purchase all of the Shares or the Board shall have given notice in writing to the Transferor that the Company has no prospect of finding purchasers for the Shares, or any of them, and (b) the Company shall not have acquired the Shares then the Transferor shall be entitled at any time within one hundred and twenty days after the end of the Relevant Date to transfer those of the Shares for which the Company has not prior to that date given notice that it has found (or has given notice that it has no prospect of finding) purchasers, to any person (including without limitation and to the extent permitted by law the Company itself) on a bona fide sale at any price per share not being less than the Prescribed Price PROVIDED that –
4.11.1.if the Transfer Notice shall state that the Transferor is not willing to transfer part only of the Shares or if the Transfer Notice was required to be given pursuant to Articles 4.13, 4.15.1, 4.15.2, 4.16, 4.17 or 4.18, then the Transferor shall not without prior consent in writing of the Board be entitled to transfer any of them unless all of the Shares are so transferred,
4.11.2.in relation to any Transfer Notice given by the legal personal representatives of any deceased shareholder, the shares in question may instead of being so sold be transferred to any person or persons who are beneficiaries under the Testamentary Disposition of the deceased shareholder,
4.11.3.the Board may require to be satisfied that such shares are being transferred pursuant to and in accordance with this Article 4 and if not so satisfied shall be entitled to refuse to register the instrument of transfer, and
4.11.4.the Board shall in its absolute discretion refuse to register any transfer of any of the Shares to a person (or to a nominee of a person) who in the reasonable opinion of the Board competes or plans to compete to any material extent with any part of the business being carried on by the Company or by any Group Company.
4.12. If a Transferor shall fail or refuse to transfer any of the Shares to a purchaser in accordance with a notice duly given to the Transferor by the Board or by all the other members of the Company in accordance with this Article 4 the Board shall authorise some person to execute and deliver on the Transferor’s behalf the necessary transfer and the Company shall receive the purchase money in trust without interest for the Transferor and cause the purchaser to be registered as the holder of such shares. The receipt of the Company for the purchase money shall be a good discharge to the purchaser who shall not be bound to see to the application thereof.
4.13. A person entitled to shares in consequence of.
4.13.1. the bankruptcy of a member; or
4.13.2.the liquidator of a member being a body corporate or partnership holding shares in the capital of the Company and which enters into or becomes subject to liquidation shall be bound at any time if and when required in writing by the Board or by all the other members of the Company so to do, to give or procure that there shall be given a Transfer Notice or Notices to the Board in respect of all of such shares.
4.14. References in these Articles to bankruptcy shall be treated as including any process in any jurisdiction similar to bankruptcy and any situation where a member makes any composition or other arrangement with his creditors generally. References in these Articles to liquidation shall be treated as including any process involving the appointment of a liquidator, or the appointment of a receiver, administrative receiver or administrator or the appointment of a manager over the whole or any part of the assets or undertaking of the member concerned which includes any shares in the capital of the Company or the appointment of a supervisor under a company voluntary arrangement whose authority extends to any shares in the capital of the Company, and the term “liquidator” in Article 4.13 shall be construed accordingly. References in these Articles to liquidation shall be treated as including any similar process in any jurisdiction.
4.15.
4.15.1.If any share or shares shall remain registered in the name of a deceased member for longer than one year after the date of his death then the Board or any member of the Company may by notice in writing require the legal personal representatives of such deceased member to give a Transfer Notice in respect of all of such shares.
4.15.2.If any share or shares registered in the name of any deceased member shall at any time become registered in the name of his legal personal representatives as a result of an instrument of transfer executed pursuant to regulation 28(2) of the Model Articles and shall remain so registered after the date occurring fifteen months after the date of the deceased member’s death then the Board or any member of the Company may by notice in writing require the legal personal representatives of such deceased member to give a Transfer Notice in respect of all of such shares.
4.16. In the event that at any time there shall be a change in control (as hereinafter defined) in any member of the Company (hereinafter referred to as a “Member”) which is a body corporate, that Member shall forthwith give notice in writing of such change of control to the Board. If within twelve months of the Board receiving any such notice of change of control (whether or not from the Member) the Member is required by notice or notices in writing given by the Board to give a Transfer Notice in respect of all of the shares then beneficially held by or registered in the name of that Member (“the Shares”) then that Member shall forthwith give such Transfer Notice in respect of all of the Shares. For the purposes of this sub-paragraph a “change in control” shall be treated as having occurred in respect of any body corporate if there is or shall be any alteration in the percentages in which the shares (or any interest therein) (whether such alteration shall arise by reason of any transfer, sale, cancellation, redemption or issue of any shares or otherwise).
4.16.1.in the capital of that body corporate are held such that after such alteration none of the shareholders in the body corporate at the time when it first became or becomes a member of the Company are a necessary constituent of any grouping of shareholders in that body corporate which taken together have control of the body corporate; or
4.16.2.in the capital of any holding company of the body corporate are held such that after such alteration none of the shareholders in any holding company of that body corporate at the time when that body corporate first become or becomes a member of the Company are a necessary constituent of any grouping of shareholders in that holding company which taken together have control of that holding company
A person shall be treated as having control of a body corporate for this purpose at any time if he has the control of powers of voting on all or a majority of the questions affecting that body corporate which if exercised would yield a majority of the votes capable of being exercised on them. For the purposes of this Article, “holding company” in relation to any body corporate means any body corporate which directly or indirectly through any number of other bodies corporate has control of such first-mentioned body corporate.
4.17. Any member of the Company who, save through holding or being interested in quoted investments not representing more than two per cent of the issued securities of any class of any one company, shall at any time be directly or indirectly engaged or concerned in the conduct of or interested in any business which competes to any material extent with any business being carried on at that time by the Company or any Group Company shall be bound, if and when required by the Board to do so, to give a Transfer Notice in respect of all the shares in the Company held by that member or to which that member was entitled at the time of being so required.
4.18. For the purpose of ensuring that particular transfer of shares is permitted under the provisions of these Articles or that no circumstances have arisen whereby a Transfer Notice is required to be given or is to be deemed to have been given the Board may from time to time require any member or the legal personal representatives of any deceased member or any person named as transferee in any transfer lodged for registration to furnish the Board with such information and evidence as the Board may think necessary or relevant. Failing such information or evidence being furnished to the satisfaction of the Board within a reasonable time the Board shall be entitled to refuse to register the transfer in question or to require by notice in writing that a transfer Notice be given in respect of the shares concerned. If such information or evidence discloses that a Transfer Notice ought to have been given in respect of any shares the Board may by notice in writing require that a Transfer Notice be given in respect of all of the shares concerned.
4.19. For the purposes of this Article the expression “legal personal representatives” shall in relation to any deceased shareholder include a person entitled to apply for a grant of representation either by reason of such person being named as an executor in the will of such shareholder or by reason of such person being one of the class of persons entitled to apply or which would be entitled to apply for a grant in respect of such shareholder’s estate under the Non-contentious Probate Rules 1987 (as amended extended replaced or re-acted from time to time) in accordance with the order of priorities for grant in case of intestacy and the trustees for the time being of his estate or any part thereof. References herein to “grant of representation”, “executor” and “will” shall be treated respectively as including any equivalent term applicable in any other relevant jurisdiction but the Non-Contentious Probate Rules shall have effect irrespective of the jurisdiction which shall be applicable to the deceased shareholder in respect of his death.
4.20. In any case a Transfer Notice has been duly required to be given by a member in respect of any shares and such Transfer Notice shall not have been duly given within a period of thirty days of being so required (or such longer period as the Board may allow for this purpose) such Transfer Notice shall be deemed to have been given and received on the expiry of such period in respect of all of such shares.
4.21. Except where otherwise expressly provided the provisions of this Article shall apply to Transfer Notices which are deemed to have been given (whether pursuant to these Articles or pursuant to any agreement) in the same way as they apply to actual Transfer Notices and accordingly all references in this Article to the giving of a Transfer Notice shall be treated as including references to Transfer Notices which are deemed to have been given and references to a Transferor shall include a person deemed to have given a Transfer Notice. The requirement in Article 4.9 to give or send copies of a Transfer Notice shall in the case of a deemed Transfer Notice be treated as complied with by sending a notice of the facts arising in connection with that deemed Transfer Notice. A Transfer Notice which is deemed to have been given shall be treated as having been received by the Board on the date on which it is deemed to have been given and as if it bore that date.
4.22. Without prejudice to its other powers contained in this Article the Board shall be entitled in its absolute discretion and without assigning any reason therefor to refuse to register any transfer of shares on which the Company has a lien and the Board shall refuse to register any transfer of shares which is not permitted by or completed in accordance with this Article. It may also refuse to register a transfer.
4.22.1.unless it is lodged at the registered office or at such other place as the Board may appoint and is accompanied by the certificate for the shares to which it relates and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer;
4.22.2. unless it is in respect of only one class of shares, and
4.22.3. unless it is in favour of not more than four transferees; or
4.22.4. if it is a transfer of a share to a bankrupt, a minor or a person of unsound mind; or
4.22.5.if the transfer is to an employee or Director or prospective employee or Director of any Group Company who is a UK tax resident, such person has entered in a joint section 431 Income Tax (Earnings and Pensions) Act 2003 election with the Company
Subject thereto the Board shall register any transfer made pursuant to this Article.
4.23. Any instrument of transfer of any share need not be signed by or on behalf of the transferee but shall be executed by or on behalf of the transferor who shall be deemed to remain a holder of the share until the name of the transferee is entered in the register of members in respect thereof.
4.24. Without prejudice to the remainder of this Article 4, Articles 4.25 and 4.26 shall apply in the event of a Relinquishment Event, as defined in Article 6.13.
4.25. Further to a Relinquishment Event, the Shares will be transferred to the New Directors in equal shares for a consideration of £1.00 per share (the “Value”). The Company and the Board agree that they will procure that it will take all necessary steps so as to enable this transfer of Shares.
4.26. Further to a Relinquishment Event, the Intellectual Property Rights will continue to be owned by either Monika Jephcott or her Estate, as the case may be, and, for the avoidance of any doubt, shall not vest in the Company and the Company agrees to purchase the Intellectual Property Rights in accordance with Article 15.
4.27. If any New Directors holds a Share then the ownership of that Share shall be subject to the New Director remaining as either an employee or Director of the Company. If any New Director ceases to be either an employee or Director of the Company they agree that they, as at their date of departure form the Company, give an immediate Transfer Notice with regards to their Shares and the remainder of this Clause 4, save for clauses 4.24-4.27, shall apply. If any Shares is to be transferred further to the departure of a New Director then the price of the Share shall be £1.00 per Share.
5. PROCEEDINGS AT GENERAL MEETINGS
5.1. No business shall be transacted at any general meeting unless a quorum is present. Article 38 of the Model Articles shall be amended accordingly. Two members entitled to attend and vote at the meeting, present in person, or by proxy or by a duly authorised representative (including for this purpose two persons who are proxies or corporate representatives) shall be a quorum. A proxy need not be a member of the Company.
5.2. If a quorum is not present within half an hour from the time appointed for any general meeting or if during any such meeting a quorum ceased to be present (other than by reason of the temporary absence of any person or persons) the meeting shall stand adjourned to the same day in the next week at the same time and place or to such time and place as the Board may determine and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting the meeting shall be dissolved. Article 41 of the Model Articles shall be deemed to have been amended accordingly.
5.3. Notwithstanding anything in these Articles or in the Model Articles, if and for so long as there shall be a single member of the Company the quorum shall be one member present in person or by proxy or, in the case of a corporation, by representative.
5.4. A poll may be demanded by the Chairman or by any member present in person or by proxy and entitled to a vote. Unless a poll be so demanded, a declaration by the Chairman that a resolution has on a show of hands been carried or carried unanimously, or by a particular majority, or los and an entry to that effect in the book containing the minutes of the proceedings of the Company shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. Article 44(3) of the Model Articles shall be amended by the insertion of the words “A demand so withdrawn shall not invalidate the result of a show of hands declared before the demand was made” as a new paragraph at the end of that Article.
5.5. Where a resolution at a general meeting is put to the vote on a show of hands every member who is present in person has one vote, and every proxy present who has been duly appointed by a member entitled to vote has one vote; and where a resolution at a general meeting is put to the vote on a poll every member (whether present in person or by proxy) has one vote for every share of which he is the holder. A member entitled to more than one vote need not, if he votes, use all his votes or cast all the votes he uses in the same way.
5.6. A resolution circulated to all the members for the time being entitled to receive notice of and attend and vote at general meetings and signed by members representing a simple majority of the total voting rights of eligible members in respect of an ordinary resolution or members representing not less than 75 per cent of the total voting rights of eligible members in respect of a special resolution shall be as effective as if the same had been passed at a general meeting of the Company duly convened and held and may consist of several documents in the like form each signed by one or more persons but a resolution so signed shall not be effective to remove a Director or auditor before the expiration of his term of office or to do anything else which the Act from time to time do not allow to be done by written resolution. In the case of a corporation the resolution may be signed on tis behalf by a Director or the Secretary thereof or by its duly appointed attorney or duly authorised representative.
5.7. A person (whether being a member or his proxy or corporate representative) may attend and shall be treated as being in attendance at a general meeting if (even though he is not in the same place as other attendees) he is in a position (where he is entitled to speak at the meeting) to communicate to all those attending the meeting any information or opinions he has on the business of the meeting and (being entitled to vote at the meeting) he is able to vote, during the meeting, on the resolutions put to the meeting and his vote can be taken into account, in determining whether or not such resolutions are passed, at the same time as the votes of the other persons attending the meeting. Article 37 of the Model Articles shall be amended accordingly.
5.8. The Chairman may invite any person to attend and speak at any general meeting of the Company where he considers that this will assist in the deliberations of the meeting. Article 40(2) of the Model Articles shall be amended accordingly.
5.9. Proxies may be validly appointed only by a notice in writing which is delivered to the Company in accordance with the Articles not less than 48 hours before the time appointed for holding the meeting or adjourned meeting at which the right to vote is to be exercised and in accordance with any instructions contained in the notice of the general meeting (or adjourned meeting) to which they relate.
5.10. Article 45(1) of the Model Articles shall be amended by the insertion of the words “and a proxy notice which is not delivered in such manner shall be invalid unless the Board, in its discretion, accept the notice at any time before the meeting” as a new paragraph at the end of that Article.
5.11. The Chairman shall always be Monika Jephcott, on the condition that she is still a Director.
