Common use of Lien on Shares Clause in Contracts

Lien on Shares. 21.1 Save as provided in Paragraph 21.6 below the Company shall have a first lien upon every share for all amounts owed to it, including the costs of any proceedings instituted by the Company, and whether the period for the payments thereof shall have actually arrived or not. 21.1.1 For the purposes of enforcing such lien, the Directors may with the consent of any pledgee seller as referred to in Paragraph 21.6 below, sell the shares subject thereto at such time or times and in such manner and upon such terms and conditions as they may think, but subject always to the prior rights of the pledgee seller referred to in paragraph 21.6 below, and to the provisions as to the approval of the purchaser set out in the Articles of Association in relation to a transferee. No sale shall be made in terms of this paragraph unless some sum is presently payable and has remained, notwithstanding FOURTEEN (14) days’ notice in writing to the Holder stating the amount of and demanding payment of such sum and stating the Directors intention to sell if payment is not made within the said period of FOURTEEN (14) days. 21.1.2 Notwithstanding the above, should any share be subjects to a pledge in respect of which the Company has received prior written notice, the said share shall not be sold by the Company unless the Directors have given the pledgee FOURTEEN (14) days’ notice of the default of the Holder, notifying the pledgee that the shares will be sold free of the pledge if payment of the amount owed by the Member to the Company is not made within the said period of FOURTEEN (14) days. Save as provided in paragraph 21.6 below, no pledgee shall have any prior claim against the Company but shall be entitled to payment out of any surplus arising after the Company has received all monies due and owing to it by the Holder. 21.2 The net proceeds of any such sale shall be applied in or towards satisfaction of the amount owed to any pledgee seller who may have consented to the sale and thereafter to the Company and the balance (if any) shall, subject to the rights of any other aforementioned pledgee be paid to the member. 21.3 Upon any such sale as aforesaid, the Directors may enter the purchasers name in the register as a Member of the Company, and the purchaser shall not be bound to see to the application of the purchase money, nor shall his/her/its title to the shares be affected by any irregularity or invalidity in the proceedings in relation to the sale. 21.4 Save as provided for in paragraph 21.6, an affidavit by a Director of or the Secretary of the Company that a share has been duly sold in accordance with paragraph 21.6 shall be conclusive evidence of the facts therein stated, as against all persons claiming to be entitled to such share or its proceeds, and such affidavit and the receipt of the Company for the purchase price of the share, shall constitute a good title to such share and the validity of the sale may not be impeached by any person. 21.5 Notwithstanding anything to the contrary herein contained the rights of the Company recorded in this clause 21 shall be subordinated from time to time to the rights held by any seller of any shares in the Company under pledge from the purchaser thereof.

Lien on Shares. 21.1 Save as provided in Paragraph 21.6 below If the Company shall have Shares held by any of the Shareholders (“Defaulting Shareholder”) are subject to a first lien upon every share for all amounts owed to it, including the costs of any proceedings instituted by the Company, and whether the period for the payments thereof shall have actually arrived or not. 21.1.1 For the purposes of enforcing such lienJudicial Constraint (“Constricted Shares”), the Directors may with the consent of any pledgee seller as referred to in Paragraph 21.6 below, sell the shares subject thereto at such time or times and in such manner and upon such terms and conditions as they may think, but subject always to the prior rights set forth in article 861 of the pledgee seller referred to in paragraph 21.6 below, and to the provisions as to the approval Code of the purchaser set out in the Articles of Association in relation to Civil Procedure will become applicable. The Shareholder shall send a transferee. No sale shall be made in terms of this paragraph unless some sum is presently payable and has remained, notwithstanding FOURTEEN (14) days’ notice in writing to the Holder stating the amount of and demanding payment of such sum and stating the Directors intention to sell if payment is not made within the said period of FOURTEEN (14) days. 21.1.2 Notwithstanding the above, should any share be subjects to a pledge in respect of which the Company has received prior written notice, the said share shall not be sold by the Company unless the Directors have given the pledgee FOURTEEN (14) days’ notice of the default of the Holder, notifying the pledgee that the shares will be sold free of the pledge if payment of the amount owed by the Member to the Company is not made within the said period of FOURTEEN (14) days. Save as provided in paragraph 21.6 below, no pledgee shall have any prior claim against the Company but shall be entitled to payment out of any surplus arising after the Company has received all monies due and owing to it by the Holder. 21.2 The net proceeds of any such sale shall be applied in or towards satisfaction of the amount owed to any pledgee seller who may have consented to the sale and thereafter to the Company and the balance (if any) shall, subject to the rights other Shareholder about the Judicial Constraint within two (2) Business Days from its notice about the Judicial Constraint, including copies of any document related to the Judicial Constraint and without prejudice the notice to the Company by the competent Governmental Authority. After such notice, the Holder of the Constricted Shares must also take one of the following actions (in descending order of preference):(i) replace the Constricted Shares with other aforementioned pledgee assets or a bank letter of guarantee; (ii) obtain a court order directing that notice be sent to the other Shareholder, pursuant to article 861, item II, of the Code of Civil Procedure, whereby the Constricted Shares are offered to the other Shareholder;or (iii) use its best efforts to obtain the consent of the creditor to sell the Constricted Shares to the other Shareholder for the Purchase Price of the Constricted Shares. 5.4.1. If the disposal of the Constricted Shares is ordered by the competent Governmental Authority, the other Shareholder shall have the right to acquire the Constricted Shares in accordance with the provisions of Section 5.4 above within thirty (30) days from the date on which the Shareholder holding the Constricted Shares obtains such action or within two (2) days before the date set by the competent Governmental Authority for the auction for disposal of the Constricted Shares, whichever is shorter. If the other Shareholder decides to acquire the Constricted Shares, the price to be paid will be fixed based on the book value of the Constricted Shares, calculated in accordance with the Company’s special balance sheet to be drawn up on the date of the event (“Constricted Share Acquisition Price”). 5.4.2. Notwithstanding the foregoing, a Shareholder who does not have his/her Constricted Shares may at any time seek to have his/her Constricted Shares released by paying of the corresponding debt, with the consequent subrogation of all rights and obligations held by the original creditor of the debt (including any guarantees). 5.4.3. It is the responsibility of the Holder of Constricted Shares to assist the other Shareholder in the exercise of the rights set forth herein, and any action or omission that prevents or delays the exercise of such right shall be deemed a violation of this obligation. 5.4.4. Pursuant to article 861, paragraph 1, of the Code of Civil Procedure, if a Shareholder who does not own the Constricted Shares is not interested in acquiring the Constricted Shares, the Company may acquire the Constricted Shares without reducing its share capital and using reserves (other than legal reserves) to maintain them in treasury, in this case also complying with article 30, “b”, of the Companies Law. For the avoidance of doubt, the price applicable to the memberacquisition of the Constricted Shares by the Company will be the Constricted Shares Purchase Price. 21.3 Upon any such sale as aforesaid5.4.5. A Shareholder who has not had their Shares constricted, does not acquire the Directors may enter the purchasers name in the register as a Member of the CompanyConstricted Shares pursuant to this provision, and the purchaser shall Company does not be bound acquire the Constricted Shares pursuant to see to Section 5.4.4 above, the application of the purchase money, nor shall his/her/its title to the shares be affected by any irregularity or invalidity in the proceedings in relation to the sale. 21.4 Save as provided for in paragraph 21.6, an affidavit by a Director of or the Secretary of the Company that a share has been duly sold in accordance with paragraph 21.6 Recorded Shares shall be conclusive evidence of liquidated at the facts therein stated, as against all persons claiming to be entitled to such share or its proceeds, and such affidavit and Constricted Share Acquisition Price by depositing the receipt of amount in cash with the Company for the purchase price of the share, shall constitute a good title to such share and the validity of the sale may not be impeached by any personcourt. 21.5 Notwithstanding anything to the contrary herein contained the rights of the Company recorded in this clause 21 shall be subordinated from time to time to the rights held by any seller of any shares in the Company under pledge from the purchaser thereof.