多谢的英文
Memorandum of Association公司章程-
以上内容PRELIMINARY
1. (a) The Regulations contained in Table A in the Schedule to the Companies (Tables A to F) Regulations _________(YEAR) (SI _________(YEAR) No _________) as amended by the Companies (Tables A to F) (Amendment) Regulations _________(YEAR) (SI _________(YEAR) No _________) (such Table being hereinafter called Table A ) shall apply to the Company save in so far as they are excluded or varied hereby and such Regulations (save as so excluded or varied) and the Articles hereinafter contained shall be the regulations of the Company.
(b) In the Articles the expression the Act means the Companies Act _________(YEAR), but so that any reference in the Articles to any provision of the Act shall be deemed to include a reference to any statutory modification or re-enactment of that provision for the time being in force.
ALLOTMENT OF SHARES
2. (a) Shares which are comprid in the authorid share capital with which the Company is incorporated shall be under the control of the Directors who may (subject to Section 80 of the Act and t
dfco paragraph (d) below) allot, grant options over or otherwi dispo of the same, to such persons, on such terms and in such manner as they think fit.
(b) All shares which are not comprid in the authorid share capital with which the Company is incorporated and which the Directors propo to issue shall first be offered to the Members in proportion as nearly as may be to the number the existing shares held by them respectively unless the Company in General Meeting shall by Special Resolution otherwi direct. The offer shall be made by notice specifying the number of shares offered, and limiting a period (not being less than fourteen days) within which the offer, if not accepted, will be deemed to be declined. After the expiration of that period, tho shares so deemed to be declined shall be offered in the proportion aforesaid to the persons who have, within the said period, accepted all the shares offered to them; such further offer shall be made in like terms in the same manner and limited by a like period as the original offer. Any shares not accepted pursuant to such offer or further offer as aforesaid or not capable of being offered as aforesaid except by way of fractions and any shares relead from the provisions of this Article by any such Special Resolution as aforesaid shall be under the control of the Directors, who may allot,
grant options over or otherwi dispo of the same to such persons, on such terms, and in such ma
nner as they think fit, provided that, in the ca of shares not accepted as aforesaid, such shares shall not be dispod of on terms which are more favourable to the subscribers therefor than the terms on which they were offered to the Members. The foregoing provisions of this paragraph (b) shall have effect subject to Section 80 of the Act.
六月英语
(c) In accordance with Section 91(1) of the Act Sections 89(1) and 90(1) to (6) (inclusive) of the Act shall not apply to the Company.
(d) The Directors are generally and unconditionally authorid for the purpos of Section 80 of the Act, to exerci any power of the Company to allot and grant rights to subscribe for or convert curities into shares of the Company up to the amount of the authorid share capital with which the Company is incorporated at any time or times during the period of five years from the date of incorporation and the Directors may, after that period, allot any shares or grant any such rights under this authority in pursuance of an offer or agreement so to do made by the Company within that period. The authority hereby given may at any time (subject to the said Section 80) be renewed, revoked or varied by Ordinary Resolution of the Company in General Meeting.beefy
SHARES
中二病也要谈恋爱op
3. The lien conferred by Clau 8 in Table A shall attach also to fully paid- up shares, and the Company shall also 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, whether he shall be the sole registered holder thereof or shall be one of two or more joint holders, for all moneys prently payable by him or his estate to the Company. Clau 8 in Table A shall be modified accordingly.
4. The liability of any Member in default in respect of a call shall be incread by the addition at the end of the first ntence of Clau 18 in Table A of the words and all expens that may have been incurred by the Company by reason of such non-payment .
GENERAL MEETINGS AND RESOLUTIONS
5. (a) Every notice convening a General Meeting shall comply with the provisions of Section 372(3) of the Act as to giving
supplyinginformation to Members in regard to their right to appoint proxies; and notices of and other communications relating to any General Meeting which any Member is entitled to receive shall be nt to the Directors and to the Auditors for the time being of the Company.
(b)No business shall be transacted at any General Meeting unless a quorum is prent. Subject to paragraph (c) below two persons entitled to vote upon the business to be transacted, each being a Member or a proxy for a Member or a duly authorid reprentative of a corporation, shall be a quorum.
celtic(c)If and for so long as the Company has only one Member, that Member prent in person or by proxy or if that Member is a corporation by a duly authorid reprentative shall be a quorum.
e mail是什么意思(d)If a quorum is not prent within half an hour from the time appointed for a General Meeting the General Meeting shall stand adjourned to the same day in the next week at the same time and place or to such other day and at such other time and place as the Directors may determine; and if at the adjourned General Meeting a quorum is not prent within half an hour from the time appointed therefor such adjourned General Meeting shall be dissolved.
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