Common use of Ancillary powers Clause in Contracts

Ancillary powers. (a) To give effect to any resolution to reduce the capital of the Company, to satisfy a dividend as set out in article 4.1(i)(1) or to capitalise any amount under article 4.2, the Board may settle as it thinks expedient any difficulty that arises in making the distribution or capitalisation and, in particular: (1) make cash payments in cases where members are entitled to fractions of shares or other securities; (2) decide that amounts or fractions of less than a particular value decided by the Board may be disregarded to adjust the rights of all parties; (3) fix the value for distribution of any specific assets; (4) pay cash or issue shares or other securities to any member to adjust the rights of all parties; (5) vest any of those specific assets, cash, shares or other securities in a trustee on trust for the persons entitled to the distribution or capitalised amount; and (6) authorise any person to make, on behalf of all the members entitled to any specific assets, cash, shares or other securities as a result of the distribution or capitalisation, an agreement with the Company or another person which provides, as appropriate, for the distribution or issue to them of shares or other securities credited as fully paid up or for payment by the Company on their behalf of the amounts or any part of the amounts remaining unpaid on their existing shares or other securities by applying their respective proportions of the amount resolved to be distributed or capitalised. (b) Any agreement made under an authority referred to in article 4.3(a)(6) is effective and binds all members concerned. (c) If a distribution, transfer or issue of specific assets, shares or securities to a particular member or members is, in the Board’s discretion, considered impracticable or would give rise to parcels of securities that do not constitute a marketable parcel, the Board may make a cash payment to those members or allocate the assets, shares or securities to a trustee to be sold on behalf of, and for the benefit of, those members, instead of making the distribution, transfer or issue to those members. Any proceeds receivable by members under this article 4.3(c) will be net of expenses incurred by the Company and trustee in selling the relevant assets, shares or securities. (d) If the Company distributes to members (either generally or to specific members) securities in the Company or in another body corporate or trust (whether as a dividend or otherwise and whether or not for value), each of those members appoints the Company as such member’s agent to do anything needed to give effect to that distribution, including agreeing to become a member of that other body corporate.

Ancillary powers. (a) To give effect to any resolution to reduce the capital of the Company, to satisfy a dividend as set out in article 4.1(i)(1rule 4.1(g) or to capitalise any amount under article rule 4.2, the Board Directors may do all things they consider necessary to give effect to the resolutions including: (i) settle as it thinks they think expedient any difficulty that arises in making the distribution or capitalisation and, in particular: (1) , make cash payments in cases where members Members are entitled to fractions of shares Shares or other securities; (2) securities and decide that amounts or fractions of less than a particular value decided by the Board Directors may be disregarded to adjust the rights of all parties; (3ii) fix the value for distribution of any specific assets; (4iii) pay cash or issue shares Shares or other securities to any member Member to adjust the rights of all parties; (5iv) vest any of those specific assets, cash, shares Shares or other securities in a trustee on trust for the persons entitled to the distribution or capitalised amountamount that seem expedient to the Directors; and (6v) authorise any person to make, on behalf of all the members Members entitled to any specific assets, cash, shares or other securities as a result of the distribution or capitalisation, an agreement with the Company or another person which provides, as appropriate, for the distribution or issue to them of shares or other securities credited as fully paid up or for payment by the Company on their behalf of the amounts or any part of the amounts remaining unpaid on their existing shares Shares or other securities by applying their respective proportions of the amount resolved to be distributed or capitalised. Any such agreement made under an authority referred to in this rule is effective and binds all Members concerned. (b) Any agreement made under an authority referred to in article 4.3(a)(6rule 4.3(a)(v) is effective and binds all members Members concerned. (c) If a distribution, transfer or issue of specific assets, shares or securities to a particular member Member or members Members is, in the Board’s Directors' discretion, considered impracticable or would give rise to parcels of securities that which do not constitute a marketable parcel, the Board Directors may make a cash payment to those members Members or allocate the assets, shares or securities to a trustee to be sold on behalf of, and for the benefit of, those membersMembers, instead of making the distribution, transfer or issue to those members. Any proceeds receivable by members under this article 4.3(c) will be net of expenses incurred by the Company and trustee in selling the relevant assets, shares or securitiesMembers. (d) If the Company distributes to members Members (either generally or to specific membersMembers) shares or other securities in the Company or in another body corporate or trust (whether as a dividend or otherwise and whether or not for value), each of those members Members appoints the Company as such member’s his or her agent to do anything needed to give effect to that distribution, including agreeing to become a member Member of that other body corporate.