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ANNEX B
ARTICLES OF ASSOCIATION
OF
SEVEN SEAS PETROLEUM INC.,
AN EXEMPTED COMPANY LIMITED BY SHARES
CONTENTS
ONE......... INTERPRETATION
TWO......... BUSINESS OF THE COMPANY
THREE....... BORROWING AND SECURITY
FOUR........ DIRECTORS
FIVE........ COMMITTEES
SIX......... OFFICERS
SEVEN....... CONFLICT OF INTEREST AND PROTECTION OF DIRECTORS, OFFICERS
AND OTHERS
EIGHT....... SHARES
NINE........ DIVIDENDS AND RIGHTS
TEN......... MEETINGS OF MEMBERS
ELEVEN...... DIVISIONS AND DEPARTMENTS
TWELVE...... INFORMATION AVAILABLE TO MEMBERS
THIRTEEN.... NOTICES
FOURTEEN.... EFFECTIVE DATE AND REPEAL
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SECTION ONE
INTERPRETATION
1.01 DEFINITIONS
The Regulations or Articles contained or incorporated in Table "A"
Regulations For Management of a Company Limited by Shares in the First Schedule
to the Companies Law (2000 Revision) of the Cayman Islands (the "Statute") shall
not apply to this Company, and the following Articles shall be the Articles of
Association of the Company. The following terms shall have the following
meanings wherever they appear herein, and such meanings shall be equally
applicable to both the singular and plural forms of the terms herein defined.
"Articles" means these Articles of Association, as originally framed or as
from time to time altered by Special Resolution.
"Board of Directors," "board" and "directors" means the board of directors
of the Company as of the applicable date.
"Company" means Seven Seas Petroleum Inc., a Cayman Islands exempted
company limited by shares. Where agreement, consent or other action of the
Company is provided for herein, such action shall not require approval of the
Members, except as expressly required by the Statute or these Articles.
"dollar," "dollars" or "$" means dollars of the United States.
"dividend" includes bonus.
"holder," in relation to any shares, means the member whose name is entered
in the Register as the holder of such shares.
"member" has the meaning ascribed to it in Section 38 of the Statute.
"Memorandum" means the Memorandum of Association of the Company, as may be
amended from time to time.
"Month" means calendar month.
"Ordinary Resolution" means a resolution passed by a majority of such
Members as, being entitled to do so, vote in person or by proxy at any general
meeting of the Company at which the required quorum is present in person or by
proxy.
"Ordinary Shares" has the meaning ascribed to it in Section 8.
"Paid-up" means fully paid, paid-up and/or credited as fully paid or
paid-up.
"person" means any individual, corporation, partnership, limited liability
company, unincorporated association or other legal entity.
"Register" means the Register of Members of the Company as maintained in
accordance with Section 40 of the Statute.
"Registered Office" means the registered office of the Company maintained
in accordance with Section 50 and Section 51 of the Statute, and as may be
relocated from time to time.
"shares" means any Ordinary Shares or other shares issued in the capital of
the Company.
"shares generally entitled to vote" means any share which entitles the
holder to attend and vote at all general meetings of the Company and excludes
(a) any share where the right to vote at general meetings of the Company is
conditional on the Company being in default of an obligation with respect to a
right attaching to the class or series of share to which that share belongs
and/or (b) any share where the right to vote relates solely to such a class or
series of shares (other than the Ordinary Shares).
"Special Resolution" has the same meaning as in the Statute.
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"Statute" means the Companies Law (2000 Revision) of the Cayman Islands, as
amended, and every statutory modification or re-enactment thereof for the time
being in force.
"written" and "in writing" includes all modes of representing or
reproducing words in visible form.
Words importing the singular number shall also include the plural number
and vice-versa.
Words importing the masculine gender shall also include the feminine
gender.
SECTION TWO
BUSINESS OF THE COMPANY
2.01 REGISTERED OFFICE, RECORDS OFFICE AND ADDRESS FOR SERVICE
Until changed in accordance with the Statute, the registered office of the
Company, the designated records office (if separate from the registered office)
of the Company and the post office box (if any) designated as the address for
service upon the Company by mail shall initially be at the address or addresses
in the Cayman Islands specified in the Memorandum and thereafter as the board
may from time to time determine.
2.02 FINANCIAL YEAR
The financial year of the Company shall end on such date in each year as
the board may from time to time by resolution determine.
2.03 EXECUTION OF INSTRUMENTS
Deeds, transfers, assignments, contracts, obligations, certificates and
other instruments may be signed on behalf of the Company by at least one person
holding the office of chairman, president, vice president, chief financial
officer, director, secretary, treasurer, assistant secretary or assistant
treasurer or any other office created by resolution of the board. In addition,
the board may from time to time direct the manner in which and the person or
persons by whom any particular instrument or class of instrument may or shall be
signed. Any signing officer may affix the corporate seal to any instrument
requiring the same.
2.04 BANKING ARRANGEMENTS
The banking business of the Company including, without limitation, the
borrowing of money and the giving of security therefor, shall be transacted with
such banks, trust companies or other bodies corporate or organizations as may
from time to time be designated by or under the authority of the board. Such
banking business or any part thereof shall be transacted under such agreements,
instructions and delegations of powers as the board may from time to time
prescribe or authorize.
2.05 VOTING RIGHTS IN OTHER BODIES CORPORATE
The signing officers of the Company may execute and deliver proxies and
arrange for the issuance of voting certificates or other evidence of the right
to exercise the voting rights attaching to any securities held by the Company.
Such instruments, certificates or other evidence shall be in favor of such
person or persons as may be determined by the officers executing such proxies or
arranging for the issuance of voting certificates or such other evidence of the
right to exercise such voting rights. In addition, the board, or failing the
board, the signing officers of the Company, may from time to time direct the
manner in which and the person or persons by whom any particular voting rights
or class of voting rights may or shall be exercised.
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SECTION THREE
BORROWING AND SECURITY
3.01 BORROWING POWER
Without limiting the borrowing powers of the Company as set forth in the
Statute, but subject to the Memorandum the board may from time to time on behalf
of the Company, without authorization of the shareholders:
(a) borrow money upon the credit of the Company in such amounts and on
such terms as may be deemed expedient by obtaining loans or advances or by
way of overdraft or otherwise;
(b) issue, reissue, sell or pledge bonds, debentures, notes or other
evidences of indebtedness or guarantee of the Company, whether secured or
unsecured, for such sums and at such prices as may be deemed expedient;
(c) to the extent permitted by the Statute, give a guarantee on behalf
of the Company to secure performance of any past, present or future
indebtedness, liability or obligation of the Company, present or future;
and
(d) delegate to a committee of the board, a director or an officer of
the Company all or any of the powers conferred aforesaid or by the Statute
to such extent and in such manner as the directors may determine.
Nothing in this section limits or restricts the borrowing of money by the
Company on bills of exchange or promissory notes made, drawn, accepted or
endorsed by or on behalf of the Company.
SECTION FOUR
DIRECTORS
4.01 NUMBER OF DIRECTORS AND QUORUM
Until changed in accordance with the Statute, the board shall consist of
not fewer than three (3) and not more than fifteen (15) Subject to Clause 4.06,
the quorum for the transaction of business at any meeting of the board shall
consist of a majority of the directors.
4.02 QUALIFICATION
No person shall be qualified for election as a director if he is a minor;
if he is a mentally disordered person; if he has been found to be a person of
unsound mind by a court; if he is not an individual; or if he has the status of
a bankrupt. A director need not be a shareholder.
4.03 CONSENT TO ACT
A person who is elected or appointed a director is not a director unless:
(a) he was present at the meeting when he was elected or appointed and
did not refuse to act as a director, or
(b) if he was not present at the meeting when he was elected or
appointed, he consented to act as director in writing before his election
or appointment or within 10 days after it, or he has acted as a director
pursuant to the election or appointment.
4.04 ELECTION AND TERM
Members of the Company shall, by ordinary resolution at the first meeting
of shareholders and at each succeeding annual meeting at which an election of
directors is required, elect directors to hold office for a term
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expiring not later than the close of the annual meeting of shareholders
following the election. At each annual meeting of shareholders, all directors
whose term of office has expired or then expires shall retire but, if qualified,
shall be eligible for re-election. A director not elected for an expressly
stated term ceases to hold office at the close of the first annual meeting of
shareholders following his election. Notwithstanding the foregoing, if directors
are not elected at a meeting of members, the incumbent directors continue in
office until their successors are elected. The number of directors to be elected
at any such meeting shall be the number of directors whose term of office has
expired or expires unless the directors or the members otherwise determine. It
is not necessary that all the directors elected at a meeting of members hold
office for the same term. If the Memorandum so provides, the directors may,
between annual meetings of members, appoint one or more additional directors of
the Company to serve until the next annual meeting of members, but the number of
additional directors shall not at any time exceed one-third of the number of
directors who held office at the expiration of the last annual meeting of the
Company.
4.05 REMOVAL OF DIRECTORS
Subject to the provisions of the Statute, the members may by ordinary
resolution passed at a special meeting, remove any director or directors from
office, and the vacancy created by such removal may be filled at the same
meeting, failing which it may be filled by the directors.
4.06 VACATION OF OFFICE
A director ceases to hold office when: he dies; he ceases to be qualified
for election as a director; or his written resignation is sent or delivered to
the Company; or if a time is specified in such resignation, at the time so
specified, whichever is later.
4.07 VACANCIES
Subject to the Statute, a quorum of the board may fill a vacancy in the
board. In the absence of a quorum of the board, the directors then in office
shall forthwith call a special meeting of members to fill the vacancy and if
they fail to call such meeting or if they are no directors then in office, any
member may call the meeting.
4.08 ACTION BY THE BOARD
The board shall manage the business and affairs of the Company. Subject to
the Memorandum, the powers of the board may be exercised by resolution passed at
a meeting at which a quorum is present or by resolution in writing signed by all
the directors who would be entitled to vote on the resolution at a meeting of
the board. Where there is a vacancy in the board, a quorum of directors may
exercise all the powers of the board.
4.09 MEETING BY TELEPHONE
A director may participate in a meeting of the board or of a committee of
the board by means of telephone or other communications facilities that permit
all persons participating in the meeting to hear each other, and a director
participating in a meeting by those means is deemed to be present at the
meeting.
4.10 CALLING OF MEETINGS; PLACE OF MEETINGS
Meetings of the board shall be held at such time and at such place as the
board, the chairman of the board, the president or any two directors, may
determine; provided that, pursuant to Section 194 of the Statute, at least one
meeting of the Board of Directors in each calendar year shall be held in the
Cayman Islands.
4.11 NOTICE OF MEETING
Notice of the time and place of each meeting of the board shall be given in
the manner provided in Clause 17.01 to each director not less than 48 hours
before the time when the meeting is to be held. A Notice
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of a meeting of directors need not specify the purpose of or the business to be
transacted at the meeting, except where the Statute or these Articles require
such purpose or business to be specified, including any proposal to:
(a) submit to the members any question or matter requiring approval of
the shareholders;
(b) fill a vacancy among the directors or in the office of auditor;
(c) issue securities;
(d) declare dividends;
(e) purchase, redeem or otherwise acquire shares of the Company;
(f) pay a commission for the sale of shares of the Company;
(f) approve a management proxy circular;
(g) approve any annual financial statements; or
(h) adopt, amend or repeal the Memorandum.
A director may in any manner waiver notice of or otherwise consent to the
meeting of the board; and attendance of a director at a meeting of directors is
a waiver of notice of the meeting, except when a director attends a meeting for
the express purpose of objecting to the transaction of business on the grounds
that the meeting is not lawfully called.
4.12 FIRST MEETING OF NEW BOARD
Provided a quorum of directors is present, the board may without notice
hold a meeting immediately following an annual meeting of shareholders.
4.13 ADJOURNED MEETING
Notice of an adjourned meeting of the board is not required if the time and
place of the adjourned meeting is announced at the original meeting.
4.14 REGULAR MEETING
The board may from time to time appoint a day or days in any month or
months for regular meetings of the board at a place and hour to be named. A copy
of any resolution of the board fixing the place and time of such regular
meetings shall be sent to each director forthwith after being passed, or
forthwith after such director's appointment, whichever is later, but no other
notice shall be required for any such regular meeting except where the Statute
or this Article requires the purpose thereof or the business to be transacted
thereat to be specified.
4.15 VOTES TO GOVERN
At all meetings of the board, every question shall be decided by a majority
of the votes cast on the question. In case of an equality of votes the chairman
of the meeting shall be entitled to a second or casting vote.
4.16 REMUNERATION AND EXPENSES
The directors shall be paid such remuneration for their services as the
board may from time to time determine. The directors shall also be entitled to
be reimbursed for traveling and other expenses properly incurred by them in
attending meetings of the board or any committee thereof. Nothing herein
contained shall preclude any director from serving the Company in any other
capacity and receiving remuneration therefor.
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SECTION FIVE
COMMITTEES
5.01 COMMITTEE OF DIRECTORS
The board may appoint a committee of directors, however designated, and
delegate to such committee any of the powers of the board except those which,
under the Statute, a committee of directors has no authority to exercise.
5.02 TRANSACTION OF BUSINESS
The powers of a committee of directors may be exercised by meeting at which
a quorum is present or by resolution in writing signed by all members of such
committee who would have been entitled to vote on the resolution at a meeting of
the committee. Meetings of such committee may be held at any place in or outside
the Cayman Islands.
5.03 PROCEDURE
Unless otherwise determined by the board, each committee shall have the
power to fix its quorum, to elect its chairman and to regulate it procedure.
SECTION SIX
OFFICERS
6.01 APPOINTMENT
Subject to the Memorandum, the board may from time to time appoint a
president, one or more vice-presidents (to which title may be added words
indicating seniority or function), a secretary, a treasurer and such other
officers as the board may determine, including one or more assistants to any of
the officers so appointed. One person may hold more than one office. The board
may specify the duties of, and, in accordance with this article and subject to
the Statute, delegate powers to manage the business and affairs of the Company
to such officers.
6.02 CHAIRMAN OF THE BOARD
The chairman of the board shall be the chief executive officer and, subject
to the authority of the board, shall have general supervision of the business
and affairs of the Company; and he shall, subject to the Statute, have such
other powers and duties as the board may specify. The chairman of the board, if
any, or in his absence, the president, shall preside as chairman at every
meeting of the directors and members, or if there is no chairman of the board or
neither the chairman of the board nor the president is present within fifteen
minutes of the time appointed for holding the meeting or is willing to act as
chairman or, if the chairman of the board, if any, and the president have
advised the secretary that they will not be present at the meeting, the
directors present shall choose one of their number to be chairman of the
meeting.
6.03 PRESIDENT
The president shall be the chief operating officer and, subject to the
authority of the board, shall have general supervision of the business of the
Company; and he shall, subject to the Statute, have such other powers and duties
as the board may specify. During the absence or disability of the chairman of
the board, or if no chairman of the board has been appointed, the president
shall also have the powers and duties of that office.
6.04 VICE-PRESIDENT
A vice-president shall, subject to the Statute, have such powers and duties
as the board or the chief executive officer may specify.
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6.05 SECRETARY
The secretary shall attend and be the secretary of all meetings of the
board, members and committees of the board and shall enter or cause to be
entered in records kept for that purpose in minutes of all proceedings thereat;
he shall give or cause to be given, as and when instructed, all notices to
members, directors, officers, auditors and members of committees of the board;
he shall be the custodian of the stamp or mechanical device generally used for
affixing the corporate seal of the Company and of all books, papers, records,
documents and instruments belonging to the Company, except when some other
officer or agent has been appointed for that purpose; and he shall, subject to
the Statute, have such other powers and duties as the board or the chief
executive officer may specify.
6.06 TREASURER
The treasurer shall keep proper accounting records in compliance with the
Statute and shall be responsible for the deposit of money, the safekeeping of
securities and the disbursement of the funds of the Company; he shall render to
the board whenever required an account of all his transactions as treasurer and
of the financial position of the Company; and he shall subject to the Statute,
have such other powers and duties as the board or the chief executive officer
may specify.
6.07 POWERS AND DUTIES OF OTHER OFFICERS
The powers and duties of all other officers shall, subject to the Statute,
be such as the terms of their engagement shall for or as the board or (except
for those powers and duties are specified only by the board) the chief executive
officer may specify. Any of the powers and duties of an officer to whom an
assistant has been appointed may be exercised and performed by such assistant,
unless the board or the chief executive officer otherwise directs.
6.08 VARIATION OF POWERS AND DUTIES
The board and (except as aforesaid) the chief executive officer may from
time to time and subject to the provisions of the Statute, vary, add to or limit
the powers and duties of any officer.
6.9 TERM OF OFFICE
The board, in its discretion, may remove any officer of the Company,
without prejudice to such officer's rights under any employment contract.
Otherwise each officer appointed by the board shall hold office until his
successor is appointed or until his earlier resignation.
6.10 TERMS OF EMPLOYMENT AND REMUNERATION
The terms of employment and the remuneration of officers appointed by the
board shall be settled by the board from time to time.
6.11 AGENTS AND ATTORNEYS
The board shall have power from time to time to appoint agents or attorneys
for the Company in or outside the Cayman Islands with such powers of management
or otherwise (including the power to subdelegate) as may be thought fit.
6.12 FIDELITY BONDS
The board may require such officers, employees and agents of the Company as
the board deems advisable to furnish bonds for the faithful discharge of their
powers and duties, in such form and with such surety as the board may from time
to time determine.
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SECTION SEVEN
CONFLICT OF INTEREST AND PROTECTION
OF DIRECTORS, OFFICERS AND OTHERS
7.01 CONFLICT OF INTEREST
A director or officer who is a party to, or who is a director or officer of
or has a material interest in any person who is a party to, a material contract
or proposed material contract with the Company shall disclose the nature and
extent of his interest at the time and in the manner provided by the Statute.
Any such contract or proposed contract shall be referred to the board or
shareholders for approval even if such contract is one that in the ordinary
course of the Company's business would not require approval by the board or
shareholders, and a director whose interest in a contract is so referred to the
board shall not vote on any resolution to approve the same except as provided by
the Statute.
7.02 LIMITATION OF LIABILITY
Subject to the Statute, no director or officer for the time being of the
Company shall be liable for the acts, receipts, neglects or defaults of any
other director or officer or employee, or for the joining in any receipt or act
for conformity, or for any loss or damage or expense happening to the Company
through the insufficiency or deficiency of title to any property acquired by the
Company or for or on behalf of the Company or for the insufficiency or
deficiency of any security in or upon which any of the money of or belonging to
the Company shall be placed or invested, or for any loss or damage arising from
the bankruptcy, insolvency or tortious act of any person, firm or corporation
including any person, firm or corporation with whom or with which any moneys,
securities or effects shall be lodged or deposited, or for any loss, conversion,
misapplication or misappropriation of or any damage resulting from any dealing
with any moneys, securities or other assets of or belonging to the Company or
for any other loss, damage or misfortune whatsoever which may happen in the
execution of the duties of his respective office or trust or in relation thereto
unless the same shall happen by or through his failure to exercise the powers
and to discharge the duties of his office honestly and in good faith with a view
to the best interest of the Company and to exercise the care, diligence and
skill that a reasonably prudent person would exercise in comparable
circumstances.
7.03 INDEMNITY
Subject to the Statute, the Company shall indemnify a director or officer,
a former director or officer, and a person who acts or acted at the Company's
request as a director or officer of a body corporate of which the Company is or
was a shareholder or creditor, and his heirs and legal representatives, against
all costs, charges and expenses, including any amount paid to settle an action
or satisfy a judgment, reasonably incurred by him in respect of any civil,
criminal or administrative action or proceeding to which he is made a party by
reason of being or having been a director or officer of the Company or such body
corporate, if:
(a) he acted honestly and in good faith with a view to the best
interests of the Company; and
(b) in the case of a criminal or administrative action or proceeding
that is enforced by a monetary penalty, he had reasonable grounds for
believing his conduct was lawful.
7.04 INSURANCE
The Company may, subject to and in accordance with the Statute, purchase
and maintain insurance for the benefit of any director or officer as such
against any liability incurred by him.
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SECTION EIGHT
SHARES
8.01 AUTHORIZED SHARE CAPITAL
The authorized share capital of the Company as of the date of adoption of
these Articles is US$200,000 divided into 150,000,000 Ordinary Shares of a
nominal or par value of US$0.001 per share, with the rights as set out in these
Articles and the Memorandum, and 50,000,000 shares of a nominal or par value of
US$.001 per share which may be designated and created as shares of any other
classes or series of shares with the respective rights and restrictions
determined upon the creation thereof by action of the Board of Directors.
8.02 ALLOTMENT
Subject to the provisions of these Articles, all unissued shares for the
time being in the capital of the Company shall be at the disposal of the Board
of Directors, and the Board of Directors may designate, re-designate, allot,
grant options over or otherwise dispose of them to such person, upon such terms
and conditions and at such times as they deem proper.
8.03 PREEMPTIVE RIGHTS
No holder of Ordinary Shares or any other shares (unless such right is
expressly conferred on the holders of such shares) shall, by reason of such
holding, have any preemptive or preferential right to subscribe to or purchase
any shares or any notes, debentures, bonds or other securities of the Company,
whether or not the issuance of any such shares, notes, debentures, bonds or
other securities would adversely affect the dividend, voting or any other rights
of such holder.
8.04 FRACTIONAL SHARES
The directors may issue fractions of a share of any class or series of
shares, and, if so issued, a fraction of a share (calculated to three decimal
points) shall be subject to and carry the corresponding fraction of liabilities
(whether with respect to any unpaid amount thereon, contribution, calls or
otherwise), limitations, preferences, privileges, qualifications, restrictions,
rights (including, without limitation, voting and participation rights) and
other attributes of a whole share of the same class or series of shares. If more
than one fraction of a share of the same class or series is issued to or
acquired by the same member such fractions shall be accumulated. For the
avoidance of doubt, in these Articles the expression "share" shall include a
fraction of a share.
8.05 REDEEMED SHARES
Any shares which have been redeemed or otherwise repurchased by the Company
shall have the status of authorized but unissued shares and may be subsequently
issued in accordance with the Memorandum and these Articles.
8.06 POWER OF BOARD
The Board of Directors shall have the fullest powers permitted by law to
pay all or any monies in respect of the redemption or purchase of any shares out
of the Company's share capital and share premium account.
8.07 SECURITIES REGISTER
The Company shall maintain a Register of Members in accordance with Section
40 of the Statute.
8.08 TRANSFER AGENTS AND REGISTRARS
The board may from time to time appoint one or more trust companies as its
agent or agents to maintain the central securities register or registers, and an
agent or agents to maintain branch securities registers. Such
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a person may be designated as transfer agent or registrar according to his
functions and one person may be appointed both registrar and transfer agent. The
board may at any time terminate any such appointment.
8.09 REGISTRATION OF TRANSFER
Subject to the provisions of the Statute, no transfer of shares shall be
registered in a securities register except upon presentation of the certificate
representing such shares with a transfer endorsed thereon or delivered therewith
duly executed by the registered holder or by his attorney or successor duly
appointed, together with such reasonable assurances or evidence of signature,
identification and authority to transfer as the board may from time to time
prescribe, upon payment of all applicable taxes and any fees prescribed by the
board, upon compliance with such restrictions on transfer as are authorized by
the Memorandum and upon satisfaction of any lien referred to in Clause 8.16.
8.10 DECLINING OR SUSPENDING TRANSFER
Subject to the rules of any stock exchange on which the shares in question
may be listed and except as otherwise expressly provided by the terms of issue
of the shares of any class or series, the Board of Directors may, in its
absolute discretion and without assigning any reason therefore, decline to
register any transfer of any share. The registration of transfers may be
suspended at such times and for such periods as the Board of Directors may from
time to time determine provided always that such registration shall not be
suspended for more than 30 days in any year.
8.11 NON-RECOGNITION OF TRUSTS
Subject to the provision of the Statute, the Company may treat as the
absolute owner of a share the person in whose name the share is registered in
the securities register as if that person had full legal capacity and authority
to exercise all rights of ownership, irrespective of any indication to the
contrary through knowledge or notice or description in the Company's records or
on the share certificate.
8.12 SHARE CERTIFICATES
Every holder of one or more shares of the Company shall be entitled, at his
option, to a share certificate, or to a non-transferable written acknowledgement
of his right to obtain a share certificate, stating the name of the person to
whom the certificate or acknowledgement was issued, and the number and class or
series of shares held by him as shown on the securities register. Share
certificates and acknowledgments of a shareholder's right to a share
certificate, shall subject to the Statute, be in such form as the board shall
from time to time approve. Any share certificate shall be signed in accordance
with Clause 2.03 and need not be under the corporate seal; provided that, unless
the board otherwise determines, certificates representing shares in respect of
which a transfer agent and/or registrar has been appointed shall not be valid
unless countersigned by or on behalf of such transfer agent and/or registrar.
The signature of one other signing officers or, in the case of share
certificates which are not valid unless countersigned by or on behalf of a
transfer agent and/or registrar, the signatures of both signing officers, may be
printed or mechanically reproduced in facsimile upon share certificates and
every such facsimile signature shall for all purposes be deemed to be the
signature of the officer whose signature it reproduces and shall be binding upon
the Company. A share certificate executed as aforesaid shall be valid
notwithstanding that one or both of the officers whose facsimile signatures
appears thereon no longer holds office at the date of issue of the certificate.
8.13 REPLACEMENT OF SHARE CERTIFICATE
The board or any officer or agent designated by the board may in its or his
discretion direct the issue of a new share certificate in lieu of and upon
cancellation of a share certificate that has been mutilated or in substitution
for a share certificate claimed to have been lost, destroyed or wrongfully taken
on payment of a reasonable fee, and on such terms as to indemnity, reimbursement
of expenses and evidence of loss and of title as the board may from time to time
prescribe, whether generally or in any particular case.
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8.14 JOINT SHAREHOLDERS
If two or more persons are registered as joint holders of any share, the
Company shall not be bound to issue more than one certificate in respect
thereof, and delivery of such certificate to one of such persons shall be
sufficient delivery to all of them. Any one of such person may give effectual
receipts for the certificate issued in respect thereof or for any dividend,
bonus, return of capital or other money payable or warrant issuable in respect
of such share.
8.15 DECEASED SHAREHOLDER
In the event of the death of a holder, or of one of the joint holders, of
any share, the Company shall not be required to make any entry in the securities
register in respect thereof or to make payment of any dividends thereon except
upon production of all such documents as may be required by law and upon
compliance with the reasonable requirements of the Company and its transfer
agents.
8.16 LIEN FOR INDEBTEDNESS
If the Memorandum provides that the Company has a lien on shares registered
in the name of a shareholder or his legal representative for a debt of that
shareholder to the Company, such lien may be enforced, subject to the Statute
and to any other provision of the Memorandum by the sale of the shares thereby
affected or by any other action, suit, remedy or proceeding authorized or
permitted by law or by equity and, pending such enforcement, the Company may
refuse to register a transfer of the whole or any part of such shares.
8.17 COMMISSIONS
The Board of Directors may from time to time authorize the Company to pay a
commission to any person in consideration of his subscribing or agreeing to
subscribe (whether absolutely or conditionally) for any shares in the Company or
procuring or agreeing to procure subscriptions (whether absolute or conditional)
for any shares of the Company.
SECTION NINE
ORDINARY SHARES
9.01 RIGHTS OF PURCHASER
The Board of Directors may allot, issue or grant any option, right, warrant
or other security exercisable for, convertible into or exchangeable for, or
otherwise dispose of, any shares or securities of the Company at such times and
on such terms as it deems proper. Upon approval of the Board of Directors , such
number of Ordinary Shares, or other shares or securities of the Company, as may
be required for such purpose shall be reserved for issuance in connection with
any option, right, warrant or other security of the Company or any other person
that is exercisable for, convertible into, exchangeable for or otherwise
issuable in respect of such Ordinary Shares or other shares or securities of the
Company.
9.02 RIGHTS TO NOTICE AND TO VOTE
Subject to the provisions of applicable law and any rights granted to any
series or class of shares other than Ordinary Shares, the holders of Ordinary
Shares shall have and possess the exclusive right to notice of general meetings
of the Company and the exclusive power to vote on resolutions put to general
meetings of the Company.
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SECTION TEN
OTHER CLASSES OR SERIES OF SHARES
10.01 DESIGNATION OF ADDITIONAL CLASSES OR SERIES
The Board of Directors is authorized, without obtaining any vote or consent
of the holders of any class or series of shares unless expressly provided by the
terms of issue of a class or series, subject to any limitations prescribed by
law, to provide from time to time for the issuance of other classes or series of
shares and, in accordance with applicable procedures of the Statute, to
establish the characteristics of each class or series including, without
limitation, the following:
(a) the number of shares of that class or series, which may
subsequently be increased or decreased (but not below the number of shares
of that class or series then in issue) by resolution of the Board of
Directors, and the distinctive designation thereof;
(b) the voting powers, full or limited, if any, of the shares of that
class or series, including without limitation, the authority to confer
multiple votes per share, voting rights as to specified matters or issues
such as mergers, consolidations or sales of assets, or voting rights to be
exercised either together with holders of Ordinary Shares as a single
class, or independently as a separate class;
(c) the rights in respect of dividends, if any, on the shares of that
class or series; the rate at which such dividends shall be payable and/or
cumulate, which rate may be determined on factors external to the Company
and which dividends may be payable in cash, shares of capital or other
securities or property of the Company; whether dividends shall be
cumulative and, if so, from which date or dates; the relative rights or
priority, if any, of payment of dividends on shares of that class or
series; and any limitation, restrictions or conditions on the payment of
dividends;
(d) the relative amounts, and the relative rights or priority, if any,
of payment in respect of shares of that class or series, which the holder
of the shares of that class or series shall be entitled to receive upon any
liquidation, dissolution or winding up of the Company;
(e) any redemption, repurchase, retirement and sinking fund rights,
preferences and limitations of that class or series, the amount payable on
shares of that class or series in the event of such redemption, repurchase
or retirement, the terms and conditions of any sinking fund, the manner of
creating such fund or funds and whether any of the foregoing shall be
cumulative or non-cumulative;
(f) the terms, if any, upon which the shares of that class or series
shall be convertible into or exchangeable for shares of any other classes,
series, or other securities, whether or not issued by the Company;
(g) the restrictions, limitation and conditions, if any, upon issuance
of indebtedness of the Company so long as any shares of that class or
series are in issue; and
(h) any other preferences and relative, participating, optional or
other rights and limitation not inconsistent with applicable law.
SECTION ELEVEN
VARIATION OF RIGHTS OF SHARES
11.01 RIGHTS OF CLASSES OR SERIES
(a) If at any time the share capital of the Company is divided into
different classes or series of shares, the rights attached to any class or
series (unless otherwise provided by the terms of issue of the shares of
that class) may, whether or not the Company is being wound-up, be varied
and amended with the consent in writing of the holders of all of the issued
shares of that class or series, or with the sanction of a Special
Resolution passed at a separate general meeting of the holders of such
class or series.
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(b) The provisions of these Articles relating to general meetings of
the Company shall apply to every such separate general meeting of the
holders of one class or series of shares (unless otherwise expressly
provided by the terms of issue of the shares of that class or series).
(c) Separate general meetings of the holders of a class or series of
shares or the seeking of a consent of the holders of a class or series of
shares may only be called at the direction of the Board of Directors
(unless otherwise expressly provided by the terms of issue of the shares of
that class or series). Nothing in this Section Eleven gives any member or
group of members the right to call a class or series meeting or demand a
class or series vote or consent.
11.02 CREATION OF OTHER SHARES
The rights conferred upon the holders of the shares of any class or series
issued with preferred or other rights shall not, unless otherwise expressly
provided by the terms of issue of the shares of that class or series, be deemed
to be varied by the creation or issue of further shares ranking in any respect
prior to or pari passu therewith. The rights of the holders of Ordinary Shares
shall not be deemed to be varied by the creation or issue of shares with
preferred or other rights, which may be effected by the Board of Directors as
provided in these Articles without any vote or consent of the holders of
Ordinary Shares.
SECTION TWELVE
REDEMPTION AND REPURCHASE
12.01 REDEMPTION OR REPURCHASE
The Ordinary Shares are not redeemable by the Company or the holder.
Subject as set out herein, the Company is authorized to purchase any issued
Ordinary Shares in such circumstances and on such terms as shall be agreed by
the Company and the holder thereof, subject always to the laws of the Cayman
Islands, and the Company may deduct from the price for such shares the aggregate
amount of any outstanding debts, liabilities and engagements to or with the
Company (whether presently payable or not) by the holder of such shares, either
alone or jointly with any other person, whether a member or not. Without
limiting the foregoing, the Company may, from time to time, upon the agreement
of a member, purchase all or part of the Ordinary Shares of any such member,
whether or not the Company has made a similar offer to all or any of the other
members.
SECTION THIRTEEN
DIVIDENDS AND RIGHTS
13.01 DIVIDENDS
Subject to the provisions of the Statute, the board may from time to time
declare dividends payable to the shareholders according to their respective
rights and interest in the Company. Dividends may be paid in money or property
or by issuing fully paid shares of the Company.
13.02 DIVIDEND CHEQUES
A dividend payable in cash shall be paid by cheque drawn on the Company's
banks or one of them to the order of each registered holder of shares of the
class or series in respect of which it has been declared and mailed by prepaid
ordinary mail to such registered holder at his recorded address, unless such
holder otherwise directs. In the case of joint holders the cheque shall, unless
such joint holders otherwise direct, be made payable to the order of all such
joint holders and mailed to them at their recorded address. The mailing of such
cheque as aforesaid, unless the same is not paid on due presentation, shall
satisfy and discharge the liability for the dividend to the extent of the sum
represented thereby plus the amount of any tax which the Company is required to
and does withhold.
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13.03 NON-RECEIPT OF CHEQUES
In the event of non-receipt of any dividend cheque by the person to whom it
is sent as aforesaid, the Company shall issue to such person a replacement check
for a like amount on such terms as to indemnity, reimbursement or expenses and
evidence of non-receipt and of title as the board may from time to time
prescribe, whether generally or any particular case.
13.04 RECORD DATE FOR DIVIDENDS AND RIGHTS
The board may fix in advance a date, preceding by not more than 50 days the
date for the payment of any dividend or the date for the issue of any warrant or
other evidence of right to subscribe for securities of the Company, as a record
date for the determination of the persons entitled to receive payment of such
dividend or to receive the right to subscribe for such securities, provided that
if the Company is a distributing corporation, notice of any such record date is
given, not less than seven days before such record date, in the manner provided
in the Statute. Where no record date is fixed in advance as aforesaid, the
record date for the determination of the persons entitled to receive payment of
any dividend or to receive the right to subscribe for securities of the Company
shall be at the close of business on the day on which the resolution relating to
such dividend or right to subscribe is passed by the board.
13.05 UNCLAIMED DIVIDENDS
Any dividend unclaimed after a period of six years from the date on which
the same has been declared to be payable shall be forfeited and shall revert to
the Company.
SECTION FOURTEEN
MEETING OF MEMBERS
14.01 ANNUAL MEETINGS
Subject to the Statute, the annual meeting of the members shall be held at
such time in each year and, subject to Clause 14.03, at such place as the board,
the chairman of the board or the president may from time to time determine, for
the purpose of consideration of the financial statements and reports required by
the Statute to be placed before the annual meeting, electing directors if
required, appointing auditors if required and transacting such other business as
may properly be brought before the meeting.
14.02 SPECIAL MEETINGS
The board, the chairman of the board or the president shall have power to
call a special meeting of the members at any time.
14.03 PLACE OF MEETINGS
Subject to the Memorandum of the Company, meetings of the members shall be
held at that place determined by the directors.
14.04 NOTICE OF MEETINGS
Notice of the time and place of each meeting of members shall be given in
the manner provided in Clause 17.01 not less than 21 nor more than 50 days
before the date of the meeting to each director and to each shareholder who at
the close of business on the record date for notice is entered in the securities
register as the holder of one or more shares carrying the right to vote at the
meeting. Notice of a meeting of the members called for any purpose other than
consideration of the financial statements and auditor's report, election of
directors and re-appointment of incumbent auditor shall state the nature of such
business in sufficient detail to permit the member to form a reasoned judgment
thereon and shall state the text of any
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special resolution to be submitted to the meeting. A shareholder may in any
manner waive notice of or otherwise consent to a meeting of shareholders.
14.05 RECORD DATE FOR NOTICE
The board may fix in advance a date, preceding the date of any meeting of
members by not more than 50 days and not less than 21 days, a record date for
the determination of the members entitled to notice of meeting. If no such
record date is so fixed, the record date for the determination of the
shareholders entitled to receive notice of the meeting shall be at the close of
business on the day immediately preceding the day on which the notice is sent
or, if no notice is sent, shall be the day on which the meeting is held.
14.06 LIST OF MEMBERS ENTITLED TO NOTICE
(1) The Company shall prepare a list of members entitled to receive notice
of a meeting, arranged in alphabetical order and showing the number and class of
shares held by each member,
(a) if a record date with respect to such meeting is fixed under
Section 14.05, not later than ten days after that date; or
(b) if no record date with respect to such meeting is so fixed,
(i) at the close of business on that day immediately preceding the
day on which notice is given, or,
(ii) where no notice is given, the day on which such meeting is
held.
(2) A member may examine any list of shareholders prepared under subsection
(1) of this Section
(a) during usual business hours at the registered office of the
Company or at the place where its central securities register is
maintained; and
(b) at the meeting of members to which the list relates.
14.07 MEETINGS WITHOUT NOTICE
A meeting of members may be held without notice at any time and place
permitted by the Statute:
(a) if all shareholders entitled to vote thereat are present in person
or represented or if those not present or represented waive notice of or
otherwise consent to such meeting being held, and
(b) if the directors are present or waive notice of or otherwise
consent to such meeting being held;
so long as such members or directors present are not attending for the express
purpose of objecting to the transaction of any business on the grounds that the
meeting is not lawfully called. At such a meeting, any business may be
transacted which the Company at a meeting of members may transact. If the
meeting is held at a place outside the Cayman Islands, members not present or
represented by proxy, but who have waived notice of or otherwise consented to
such meeting, shall also be deemed to have consented to the meeting being held
at such place.
14.08 CHAIRMAN AND SECRETARY
The chairman of any meeting of members shall be the chairman of the board,
or in his absence, the president. If no such officer is present within 15
minutes from the time fixed for holding the meeting, the chairman shall be any
other director appointed by the board. If the secretary of the Company is
absent, the chairman shall appoint some person, who need not be a shareholder,
to act as secretary of the meeting.
14.09 PERSONS ENTITLED TO BE PRESENT
The only persons entitled to be present at a meeting of members shall be
those entitled to vote thereat, the directors and auditors of the Company and
others who, although not entitled to vote, are entitled or
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required under any provision of the Statute or the Memorandum or these Articles
to be present at the meeting. Any other person may be admitted only on the
invitation of the Chairman of the meeting or with consent of the meeting.
14.10 QUORUM
A quorum for the transaction of business at any meeting of members shall be
at least two persons present in person, each being a member entitled to vote
thereat or a duly appointed proxy or representative for an absent shareholder so
entitled, and representing in the aggregate not less than a majority of the
outstanding shares of the Company, entitled to vote at the meeting. If a quorum
is present at the opening of any meeting of members, the members present or
represented may proceed with the business of the meeting notwithstanding that a
quorum is not present throughout the meeting. If a quorum is not present at the
opening of any meeting of members, the members present or represented may
adjourn the meeting to a fixed time and place but may not transact any other
business until a quorum is present.
14.11 RIGHT TO VOTE
Every person named in the list referred to in Clause 14.06 shall be
entitled to vote the shares shown thereon opposite his name at the meeting to
which such list relates, except to the extent that:
(a) where the Company has fixed a record date in respect of such
meeting, such person has transferred any of his shares after such record
date or, where the Company has not fixed a record date in respect of such
meeting, such person has transferred any of his shares after the date on
which such list is prepared, and
(b) the transferee, having produced properly endorsed certificates
evidencing such shares or having otherwise established that he owns such
shares, has demanded not later than 10 days before the meeting that his
name be included in such list.
In any such excepted case, the transferee shall be entitled to vote the
transferred shares at such meeting. If the Company is not required to prepare a
list under Clause 14.06, subject to the provisions of the Statute and this
article as to proxies and representative, at any meeting of members, every
person shall be entitled to vote at the meeting who at the time is entered in
the securities register as the holder of one or more shares carrying the right
to vote at such meeting.
14.12 PROXIES AND REPRESENTATIVES
Every member entitled to vote at a meeting of members may appoint a
proxyholder, or one or more alternate proxyholders, who need not be members, to
attend and act at the meeting in the manner and to the extent authorized and
with the authority conferred by the proxy. A proxy shall be in writing executed
by the member or his attorney and shall conform with the requirements of the
Statute. Alternately, every such member which is a body corporate or association
may authorize by resolution of its directors or governing body an individual,
who need not be a member, to represent it at a meeting of members and such
individual may exercise on the members behalf all the powers it could exercise
if it were an individual member. The authority of such an individual shall be
established by depositing with the Company a certified copy of such resolution,
or in such other manner as may be satisfactory to the secretary of the Company
or the chairman of the meeting.
14.13 TIME FOR DEPOSIT OF PROXIES
The board may specify in a notice calling a meeting of the members a time,
preceding, the time of such meeting or an adjournment thereof by not more than
48 hours exclusive of non-business days, before which proxies to be used at such
meeting must be deposited. A proxy shall be acted upon only if, prior to the
time so specified, it shall have been deposited with the Company or an agent
thereof specified in such notice or, if no such time is specified in such
notice, it has been received by the secretary of the Company or by the chairman
of the meeting or any adjournment thereof prior to the time of voting.
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14.14 SHARES HELD JOINTLY
If two or more persons hold shares jointly, any one of them present in
person or represented at a meeting of members may, in the absence of the other
or others, vote the shares; but if two or more of those persons are present in
person or represented and vote, they shall vote as one on the shares jointly
held by them.
14.15 VOTES TO GOVERN
At any meeting of members, every question shall, unless otherwise required
by the Statute, the Memorandum or these Articles, be determined by the majority
of the votes cast on the question. In the case of an equality of votes either
upon show of hands or upon a poll, the chairman of the meeting shall not be
entitled to a second or casting vote.
14.16 SHOW OF HANDS
Subject to the provisions of the Statute, any question at a meeting of
members shall be decided by a show of hands unless a ballot thereon is required
or demanded as hereinafter provided. Upon a show of hands every person who is
present and entitled to vote shall have one vote. Whenever a vote by show of
hands shall have been taken upon a question, unless a ballot thereon is so
required or demanded, a declaration by the chairman of the meeting that the vote
upon the question has been carried or carried by a particular majority or not
carried and an entry to that effect in the minutes of the meeting shall be prima
facie evidence of the fact without proof of the number or proportion of the
votes recorded in favour of or against any resolution or other proceeding in
respect of the said question, and the result of the vote so taken shall be the
decision of the shareholders upon the said question.
14.17 BALLOTS
On any question proposed for consideration at a meeting of members, any
member or proxyholder entitled to vote at the meeting may require or demand a
ballot, either before or on the declaration of the result of any vote by show of
hands. A ballot so required or demanded shall be taken in such manner as the
chairman shall direct. A requirement or demand for a ballot may be withdrawn at
any time prior to the taking of the ballot. If a ballot is taken, each person
present shall be entitled, in respect of the shares which he is entitled to vote
at a meeting upon the question, to that number of votes provided by the Statute
or the Memorandum, and the result of the ballot so taken shall be the decision
of the members upon the said question.
14.18 ADMISSION OR REJECTION OF A VOTE
In case of any dispute as to the admission or rejection of a vote, the
chairman shall determine the same and such determination made in good faith
shall be final and conclusive.
14.19 ADJOURNMENT
If a meeting of the members is adjourned by one or more adjournments for an
aggregate of less than 30 days, it shall not be necessary to give notice of the
adjourned meeting, other than by announcement at the time of an adjournment. If
a meeting of members is adjourned by one or more adjournments for an aggregate
of 30 days or more, notice of the adjourned meeting shall be given as for an
original meeting.
14.20 RESOLUTION IN WRITING
A resolution in writing signed by all the members entitled to vote on that
resolution at a meeting of members is as valid as if it had been passed at a
meeting of the members.
14.21 ONLY ONE SHAREHOLDER
Where the Company has only one member, or only one holder of any class or
series of shares, the member present in person or by proxy constitutes a
meeting.
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SECTION FIFTEEN
DIVISION AND DEPARTMENTS
15.01 CREATION AND CONSOLIDATION OF DIVISIONS
The board may cause the business and operations of the Company or any part
thereof to be divided or to be segregated into one or more divisions upon such
basis, including without limitation, character or type of operation,
geographical territory, product manufactured or service rendered, as the board
may consider appropriate in each case. The board may also cause the business and
operations of any such division to be further divided into sub-units to be
consolidated upon such basis as the board may consider appropriate in each case.
15.02 NAME OF DIVISION
Subject to law, any division or its sub-units may be designated by such
name as the board may from time to time determine and may transact business,
enter into contracts, sign cheques and other documents of any kind and do all
acts and things under such name. Any such contract, cheque or document shall be
binding upon the Company as if it has been entered into or signed in the name of
the Company.
15.03 OFFICERS OF DIVISION
From time to time the board or, if authorized by the board, the chief
executive officer, may appoint one or more officers for any division, prescribe
their powers and duties and settle their terms of employment and remuneration.
The board or, if authorized by the board, the chief executive officer, may
remove at its or his pleasure any officer so appointed without prejudice to such
officer's rights under any employment contract. Officers of divisions or their
sub-units shall not, as such, be officers of the Company.
SECTION SIXTEEN
INFORMATION AVAILABLE TO SHAREHOLDERS
16.01 NON-PUBLIC INFORMATION
Except as provided by the Statute, no shareholder shall be entitled to
discovery of any information respecting any details or conduct of the Company's
business which in the opinion of the directors would be inexpedient in the
interests of the Company to communicate to the public.
16.02 AVAILABLE INFORMATION
The directors, may, from time to time, subject to the rights conferred by
the Statute, determine whether and to what extent and at what time and place and
under what circumstances or regulations, the documents, books and registers and
accounting records of the Company or any of them shall be open to inspection of
shareholders and no shareholder shall have any right to inspect any document or
book or register or accounting records of the Company except as conferred by
statute or authorized by the Board of Directors or by a resolution of the
members.
SECTION SEVENTEEN
NOTICES
17.01 METHOD OF GIVING NOTICES
Any notice (which term includes any communication or document) to be given
(which term includes sent, delivered or served) pursuant to the Statute, the
regulations thereunder, the Memorandum, these Articles or otherwise to a member,
director, officer, auditor or member of a committee of the board shall be
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sufficiently given if delivered personally to the person to whom it is to be
given or if delivered to his recorded address or if mailed to him at his
recorded address by prepaid ordinary or air mail or if sent to him at his
recorded address by any means of prepaid transmitted or recorded communication
including facsimile transmission. A notice so delivered shall be deemed to have
been given when it is delivered personally or to the recorded address as
aforesaid; a notice so mailed shall be deemed to have been given when dispatched
or delivered to the appropriate communication company or agency or its
representative for dispatch. The secretary may change or cause to be changed the
recorded address of any shareholder, director, officer, auditor or member of a
committee of the board in accordance with any information believed by him to be
reliable.
17.02 NOTICE TO HOLDERS OF JOINTLY HELD SHARES
If two or more persons are registered as joint holders of any share, any
notice shall be addressed to all of such joint holders, but notice to one of
such persons shall be sufficient notice to all of them.
17.03 COMPUTATION OF TIME
In computing the date when notice must be given under any provision
requiring a specified number of days' notice of any meeting or other event, the
date of giving the notice shall be excluded and the date of the meeting or other
event shall be included.
17.04 UNDELIVERED NOTICES
If notices given to a member pursuant to Clause 17.01 are returned on three
consecutive occasions because he cannot be found, the Company shall not be
required to give any further notices to such member until he informs the Company
in writing of his new address.
17.05 OMISSIONS AND ERRORS
The accidental omission to give any notice to any member, director,
officer, auditor or member of a committee of the board or the non-receipt of any
notice by any such person or any error in any notice not affecting the substance
thereof shall not invalidate any action taken at the meeting held pursuant to
such notice or otherwise founded thereon.
17.06 PERSONS ENTITLED BY DEATH OR OPERATION OF LAW
Every person who, by operation of law, transfer, death of a shareholder or
any other means whatsoever shall become entitled to any share, shall be bound by
every notice in respect of such share which shall have been duly given to the
shareholder from whom he derives his title to such share prior to his name and
address being entered on the securities register (whether such notice was given
before or after happening of the event upon which he became so entitled) and
prior to his furnishing to the Company the proof of authority or evidence of his
entitlement prescribed by the Statute.
17.07 WAIVER OF NOTICE
Any member (or his duly appointed proxy holder), director, officer, auditor
or member of a committee of the board may at any time waive any notice, or waive
or abridge the time for any notice, required to be given to him under any
provision of the Statute, the regulations thereunder, the Memorandum, these
Articles or otherwise and such waiver or abridgement shall cure any default in
the giving or in the time of such notice, as the case may be. Any such waiver or
abridgement shall be in writing except a waiver or notice of a meeting of
members or of the board which may be given in any manner.
17.08 AMENDMENT OF ARTICLES OF ASSOCIATION
Subject to the Statute and the rights attaching to the various classes of
shares, the Company may at any time and from time to time by Special Resolution
alter or amend these Articles in whole or in part.
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17.09 REGISTRATION BY WAY OF CONTINUATION
The Company may by Special Resolution resolve to be registered by way of
continuation in a jurisdiction outside the Cayman Islands or such other
jurisdiction in which it is for the time being incorporated, registered or
existing. In furtherance of a resolution adopted pursuant to this Article, the
directors may cause an application to be made to the Registrar of Companies to
deregister the Company in the Cayman Islands or such other jurisdiction in which
it is for the time being incorporated, registered or existing and may cause all
such further steps as they consider appropriate to be taken to effect the
transfer by way of continuation of the Company.
SECTION EIGHTEEN
REPEAL
18.01 REPEAL
All previous articles of the Company are repealed as of the coming into
force of these Articles. Such repeal shall not affect the previous operation of
any article so repealed or affect the validity of any act done or right,
privilege, obligation or liability acquired or incurred under, or the validity
of any contract or agreement made pursuant to, or the validity of any memorandum
of association (as defined in the Statute) or predecessor charter documents of
the Company obtained pursuant to, any such article prior to its repeal. All
officers and persons acting under any such article so repealed shall continue to
act as if appointed under the provisions of this Article and all resolutions of
the shareholders or the board or a committee of the board with continuing effect
passed under any repealed article shall continue to be good and valid except to
the extent inconsistent with this Article and until amended or repealed.
MADE BY the board the day of , 2000.
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