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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Manchester United Plc | NYSE:MANU | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
-0.64 | -3.72% | 16.56 | 17.15 | 16.49 | 17.11 | 151,667 | 18:38:46 |
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Exhibit
Number |
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Description
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99.1
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99.2
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99.3
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/s/ Patrick Stewart
Patrick Stewart
Interim Chief Executive Officer and General Counsel |
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/s/ Cliff Baty
Cliff Baty
Chief Financial Officer |
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| By Order of the Board of Directors, | | | | |
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/s/ Patrick Stewart
Patrick Stewart
Interim Chief Executive Officer and General Counsel |
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/s/ Cliff Baty
Cliff Baty
Chief Financial Officer |
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Manchester, United Kingdom
January 17, 2024 |
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Existing
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Proposed
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Comparison
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| Definitions | | ||||||
| N/A2 | | | “Act” means the Companies Act (As Revised) of the Cayman Islands. | | |
“Act” means the Companies Act (As Revised) of the Cayman Islands.
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| N/A | | | “Glazer Group” means Avram Glazer, Joel Glazer, Kevin Glazer, Bryan Glazer, Darcie Glazer Kassewitz and Edward Glazer. | | |
“Glazer Group” means Avram Glazer, Joel Glazer, Kevin Glazer, Bryan Glazer, Darcie Glazer Kassewitz and Edward Glazer.
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| N/A | | | “Glazer Party” means each member of the Glazer Group and any of their Permitted Transferees. | | |
“Glazer Party” means each member of the Glazer Group and any of their Permitted Transferees.
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| N/A | | | “Governance Agreement” means the governance agreement entered into between the Company, Trawlers Limited, and the Sellers (as defined therein) on or around December 24 2023 (as amended and/or restated from time to time). | | |
“Governance Agreement” means the governance agreement entered into between the Company, Trawlers Limited, and the Sellers (as defined therein) on or around December 24 2023 (as amended and/or restated from time to time).
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| N/A | | | “Investor” means Sir James A Ratcliffe. | | |
“Investor” means Sir James A Ratcliffe.
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| N/A | | | “Non-Affiliated” means any Person other than (a) a Person that owns five percent (5%) or more of the voting or economic interests of the Company, (b) an employee, director, officer or equity or interest holder of a Person described in clause (a), (c) an immediate family member of any of the Persons described in clauses (a) or (b), and (d) any officer or employee of the Company or its subsidiaries. | | |
“Non-Affiliated” means any Person other than (a) a Person that owns five percent (5%) or more of the voting or economic interests of the Company, (b) an employee, director, officer or equity or interest holder of a Person described in clause (a), (c) an immediate family member of any of the Persons described in clauses (a) or (b), and (d) any officer or employee of the Company or its subsidiaries.
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“Permitted Transferee” means
(a)
any holder of Class B Shares on the date on which these Articles were adopted;
(b)
any lineal descendant of Malcolm I. Glazer;
(c)
any of the following with respect to one or more Permitted Transferees:
(i)
a trust for the benefit
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“Permitted Transferee of a Glazer Party” means
(a)
any holder of Class B Shares immediately prior to the date on which these Articles were adopted;
(b)
any lineal descendant of Malcolm I. Glazer;
(c)
a Trawlers Party (but solely to effect a one time transfer of Class B Shares in accordance with (and
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“Permitted Transferee of a Glazer Party” means
(a)
any holder of Class B Shares immediately prior to the date on which these Articles were adopted;
(b)
any lineal descendant of Malcolm I. Glazer;
(c)
a Trawlers Party (but solely to effect a one time transfer of Class B Shares in accordance with (and
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Existing
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Proposed
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Comparison
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of one or more such Permitted Transferees or Persons other than a Permitted Transferee so long as one or more such Permitted Transferees have sole dispositive power and exclusive Voting Control with respect to the Class B Shares held by such trust; or
(ii)
an Individual Retirement Account, as defined in Section 408(a) of the United States Internal Revenue Code of 1986, as amended, or a pension, profit sharing, stock bonus or other type of plan or trust of which one or more such Permitted Transferees is a participant or beneficiary and which satisfies the requirements for qualification under Section 401 of the United States Internal Revenue Code of 1986, as amended; provided that in each case one or more Permitted Transferees have sole dispositive power and exclusive Voting Control with respect to the Class B Shares held in such account, plan or trust; or
(iii)
a corporation, partnership, limited partnership, limited liability company or other entity in which one or more such Permitted Transferees
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only to the extent permitted by) the Transaction Agreement);
(d)
any of the following with respect to one or more Permitted Transferees of a Glazer Party:
(i)
a trust for the benefit of one or more such Permitted Transferees of a Glazer Party or Persons other than a Permitted Transferee of a Glazer Party so long as one or more such Permitted Transferees of a Glazer Party have sole dispositive power and exclusive Voting Control with respect to the Class B Shares held by such trust; or
(ii)
an Individual Retirement Account, as defined in Section 408(a) of the United States Internal Revenue Code of 1986, as amended, or a pension, profit sharing, stock bonus or other type of plan or trust of which one or more such Permitted Transferees of a Glazer Party is a participant or beneficiary and which satisfies the requirements for qualification under Section 401 of the United States Internal Revenue Code of 1986, as amended; provided that in each case one or more Permitted Transferees of a Glazer Party have sole dispositive power and exclusive
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only to the extent permitted by) the Transaction Agreement);
(d)
any of the following with respect to one or more Permitted Transferees of a Glazer Party:
(i)
a trust for the benefit of one or more such Permitted Transferees of a Glazer Party or Persons other than a Permitted Transferee of a Glazer Party so long as one or more such Permitted Transferees of a Glazer Party have sole dispositive power and exclusive Voting Control with respect to the Class B Shares held by such trust; or
(ii)
an Individual Retirement Account, as defined in Section 408(a) of the United States Internal Revenue Code of 1986, as amended, or a pension, profit sharing, stock bonus or other type of plan or trust of which one or more such Permitted Transferees of a Glazer Party is a participant or beneficiary and which satisfies the requirements for qualification under Section 401 of the United States Internal Revenue Code of 1986, as amended; provided that in each case one or more Permitted Transferees of a Glazer Party have sole dispositive power and exclusive
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Existing
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Proposed
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Comparison
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directly, or indirectly through one or more Permitted Transferees, owns shares, partnership interests, limited partnership interests, limited liability company interests or other interests, respectively, with sufficient Voting Control in such entity, or otherwise have legally enforceable rights, such that one or more Permitted Transferees retain sole dispositive power and exclusive Voting Control with respect to the Class B Shares held by such entity.
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Voting Control with respect to the Class B Shares held in such account, plan or trust; or
(iii)
a corporation, partnership, limited partnership, limited liability company or other entity in which one or more such Permitted Transferees of a Glazer Party directly, or indirectly through one or more Permitted Transferees of a Glazer Party, owns shares, partnership interests, limited partnership interests, limited liability company interests or other interests, respectively, with sufficient Voting Control in such entity, or otherwise have legally enforceable rights, such that one or more Permitted Transferees of a Glazer Party retain sole dispositive power and exclusive Voting Control with respect to the Class B Shares held by such entity.
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Voting Control with respect to the Class B Shares held in such account, plan or trust; or
(iii)
a corporation, partnership, limited partnership, limited liability company or other entity in which one or more such Permitted Transferees of a Glazer Party directly, or indirectly through one or more Permitted Transferees of a Glazer Party, owns shares, partnership interests, limited partnership interests, limited liability company interests or other interests, respectively, with sufficient Voting Control in such entity, or otherwise have legally enforceable rights, such that one or more Permitted Transferees of a Glazer Party retain sole dispositive power and exclusive Voting Control with respect to the Class B Shares held by such entity.
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| N/A | | |
“Permitted Transferee of a Trawlers Party” means:
(a)
a Trawlers Party;
(b)
any lineal descendant or any immediate family member of any Trawlers Party (“immediate family” shall mean any relationship by blood, current or former marriage, domestic partnership (including, for the avoidance of doubt, a
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“Permitted Transferee of a Trawlers Party” means:
(a)
a Trawlers Party;
(b)
any lineal descendant or any immediate family member of any Trawlers Party (“immediate family” shall mean any relationship by blood, current or former marriage, domestic partnership (including, for the avoidance of doubt, a cohabiting partner) or
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Existing
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Proposed
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Comparison
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cohabiting partner) or adoption, not more remote than first cousin);
(c)
any of the following with respect to one or more Permitted Transferees of a Trawlers Party:
i.
a trust, foundation, association, partnership or other body (whether or not it has separate legal personality or corporate identity) that is solely for the benefit of Investor and/or the immediate family of a Trawlers Party, except that such trust, foundation, association, partnership or other body may also make charitable donations or distributions (excluding, in either case, economic or voting interest in Class B Shares) that are consistent with a Trawlers Party and/or the immediate family of a Trawlers Party’s bona fide estate planning purposes; or
ii.
an Individual Retirement Account, as defined in Section 408(a) of the United States Internal Revenue Code of 1986, as amended, or a pension, profit sharing, stock bonus or other type of plan or trust of which one or more such Permitted Transferees of a Trawlers Party is a participant or beneficiary and which satisfies the
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adoption, not more remote than first cousin);
(c)
any of the following with respect to one or more Permitted Transferees of a Trawlers Party:
i.
a trust, foundation, association, partnership or other body (whether or not it has separate legal personality or corporate identity) that is solely for the benefit of Investor and/or the immediate family of a Trawlers Party, except that such trust, foundation, association, partnership or other body may also make charitable donations or distributions (excluding, in either case, economic or voting interest in Class B Shares) that are consistent with a Trawlers Party and/or the immediate family of a Trawlers Party’s bona fide estate planning purposes; or
ii.
an Individual Retirement Account, as defined in Section 408(a) of the United States Internal Revenue Code of 1986, as amended, or a pension, profit sharing, stock bonus or other type of plan or trust of which one or more such Permitted Transferees of a Trawlers Party is a participant or beneficiary and which satisfies the requirements for qualification under Section 401 of the United States Internal
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Existing
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Proposed
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Comparison
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requirements for qualification under Section 401 of the United States Internal Revenue Code of 1986, as amended; provided that in each case one or more Permitted Transferees of a Trawlers Party have sole dispositive power and exclusive Voting Control with respect to the Class B Shares held in such account, plan or trust; or
iii.
a corporation, partnership, limited partnership, limited liability company or other entity in which one or more such Permitted Transferees of a Trawlers Party directly, or indirectly through one or more Permitted Transferees of a Trawlers Party, owns shares, partnership interests, limited partnership interests, limited liability company interests or other interests, respectively, with sufficient Voting Control in such entity, or otherwise have legally enforceable rights, such that one or more Permitted Transferees of a Trawlers Party retain sole dispositive power and exclusive Voting Control with respect to the Class B Shares held by such entity.
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Revenue Code of 1986, as amended; provided that in each case one or more Permitted Transferees of a Trawlers Party have sole dispositive power and exclusive Voting Control with respect to the Class B Shares held in such account, plan or trust; or
iii.
a corporation, partnership, limited partnership, limited liability company or other entity in which one or more such Permitted Transferees of a Trawlers Party directly, or indirectly through one or more Permitted Transferees of a Trawlers Party, owns shares, partnership interests, limited partnership interests, limited liability company interests or other interests, respectively, with sufficient Voting Control in such entity, or otherwise have legally enforceable rights, such that one or more Permitted Transferees of a Trawlers Party retain sole dispositive power and exclusive Voting Control with respect to the Class B Shares held by such entity.
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| N/A | | | “Subsidiary” of a Person means any other Person with respect to which the first Person (a) has the | | |
“Subsidiary” of a Person means any other Person with respect to which the first Person (a) has the
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Existing
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Proposed
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Comparison
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| | | | right to elect a majority of the board of directors or other Persons performing similar functions or (b) beneficially owns more than fifty (50) percent of the voting share (or of any other form of voting or controlling equity interest in the case of a Person that is not a corporation), in each case, directly or indirectly through one or more other Persons. | | |
right to elect a majority of the board of directors or other Persons performing similar functions or (b) beneficially owns more than fifty (50) percent of the voting share (or of any other form of voting or controlling equity interest in the case of a Person that is not a corporation), in each case, directly or indirectly through one or more other Persons.
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| N/A | | | “Transaction Agreement” means the transaction agreement entered into by and among the Company, the Sellers (as defined therein) and Trawlers Limited on or around December 24 2023 (as amended and/or restated from time to time). | | |
“Transaction Agreement” means the transaction agreement entered into by and among the Company, the Sellers (as defined therein) and Trawlers Limited on or around December 24 2023 (as amended and/or restated from time to time).
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| N/A | | | “Trawlers Party” means (i) Trawlers Limited; (ii) the Investor; (iii) INEOS Limited or any wholly owned Subsidiary of INEOS Limited; (iv) Andrew Currie; (v) John Reece; and (vi) any Person of which Investor, Andrew Currie and/or John Reece have the sole dispositive power and exclusive Voting Control. | | |
“Trawlers Party” means (i) Trawlers Limited; (ii) the Investor; (iii) INEOS Limited or any wholly owned Subsidiary of INEOS Limited; (iv) Andrew Currie; (v) John Reece; and (vi) any Person of which Investor, Andrew Currie and/or John Reece have the sole dispositive power and exclusive Voting Control.
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| “Voting Control” means the exclusive power (whether directly or indirectly) to vote or direct the voting of such Class B Share or other relevant security by proxy, voting agreement or otherwise. | | | “Voting Control” means the exclusive power (whether directly or indirectly) to vote or direct the voting of such Class B Share or other relevant security by proxy, voting agreement or otherwise (it being understood that a voting commitment without a grant of irrevocable proxy to vote on specified matters will not constitute a Transfer of “exclusive power” to vote or direct the voting of such Class B Shares). | | |
“Voting Control” means the exclusive power (whether directly or indirectly) to vote or direct the voting of such Class B Share or other relevant security by proxy, voting agreement or otherwise (it being understood that a voting commitment without a grant of irrevocable proxy to vote on specified matters will not constitute a Transfer of “exclusive power” to vote or direct the voting of such Class B Shares).
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| Section 12 – Shares | | ||||||
| N/A | | | When exercising any of their powers and discretions under these Articles, the Directors shall have regard to the provisions of the Governance Agreement. | | |
When exercising any of their powers and discretions under these Articles, the Directors shall have regard to the provisions of the Governance Agreement.
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Existing
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Proposed
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Comparison
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| Section 15 – Weighted Voting Provision | | ||||||
| At any time that, and for so long as, the holders of Class B Shares continue to hold in the aggregate at least ten per cent. (10%) of the issued and outstanding Ordinary Shares in the capital of the Company, at any general meeting of the Company convened to consider any Special Resolution of the Company, the voting power permitted to be exercised by the holders of Class B Shares shall be weighted in respect of such Special Resolution such that the Class B Shares shall be entitled to exercise, in the aggregate, sixty seven per cent. (67%) of the voting power of all Shareholders entitled to receive notice of, attend and vote at any such general meeting of the Company. | | | At any time that, and for so long as, the holders of Class B Shares continue to hold in the aggregate at least ten per cent. (10%) of the issued and outstanding Ordinary Shares in the capital of the Company, at any general meeting of the Company convened to consider any Special Resolution of the Company, the voting power permitted to be exercised by the holders of Class B Shares shall be further weighted in respect of such Special Resolution such that, if the voting power permitted to be exercised by the holders of Class B Shares pursuant to Article 14 above would, in aggregate, constitute less than sixty seven per cent. (67%) of the voting power of all shareholders entitled to receive notice of, attend and vote at a general meeting of the Company, then the Class B Shares shall be entitled to exercise, in the aggregate, sixty seven per cent. (67%) of the voting power of all Shareholders entitled to receive notice of, attend and vote at any such general meeting of the Company. | | | At any time that, and for so long as, the holders of Class B Shares continue to hold in the aggregate at least ten per cent. (10%) of the issued and outstanding Ordinary Shares in the capital of the Company, at any general meeting of the Company convened to consider any Special Resolution of the Company, the voting power permitted to be exercised by the holders of Class B Shares shall be further weighted in respect of such Special Resolution such that, if the voting power permitted to be exercised by the holders of Class B Shares pursuant to Article 14 above would, in aggregate, constitute less than sixty seven per cent. (67%) of the voting power of all shareholders entitled to receive notice of, attend and vote at a general meeting of the Company, then the Class B Shares shall be entitled to exercise, in the aggregate, sixty seven per cent. (67%) of the voting power of all Shareholders entitled to receive notice of, attend and vote at any such general meeting of the Company. | |
| Section 16(b) – Automatic Conversion | | ||||||
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A Class B Share shall automatically be converted into Class A Shares at the then applicable Conversion Rate upon the date upon which:
(i)
in respect of any Class B Share, upon the transfer of such Class B Share to a Person who is not a Permitted Transferee; or
(ii)
in respect of all Class B Shares, upon the aggregate number of issued and outstanding Class B Shares ceasing to represent in the aggregate at least
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Each Class B Share shall automatically be converted into a Class A Share at the then applicable Conversion Rate upon the date upon which (as applicable):
(i)
with respect to a Transfer of such Class B Share by a Trawlers Party or a Permitted Transferee of a Trawlers Party, upon the Transfer of such Class B Share to a Person who is not a Permitted Transferee of a Trawlers Party;
(ii)
with respect to a Transfer of such Class B Share by a
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AEach Class B Share shall automatically be converted into a Class A Share at the then applicable Conversion Rate upon the date upon which (as applicable):
(i)
inwith respect to a Transfer of anysuch Class B Share by a Trawlers Party or a Permitted Transferee of a Trawlers Party, upon the Transfer of such Class B Share to a Person who is not a Permitted Transferee of a Trawlers Party;
(ii)
with respect to a Transfer
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Existing
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Proposed
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Comparison
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ten per cent. (10%) of the issued and outstanding Ordinary Shares in the capital of the Company.
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Glazer Party or a Permitted Transferee of a Glazer Party, upon the Transfer of such Class B Share to a Person who is not a Permitted Transferee of a Glazer Party; or
(iii)
in respect of all Class B Shares, upon the aggregate number of issued and outstanding Class B Shares ceasing to represent in the aggregate at least ten per cent. (10%) of the issued and outstanding Ordinary Shares in the capital of the Company.
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of such Class B Share by a Glazer Party or a Permitted Transferee of a Glazer Party, upon the Transfer of such Class B Share to a Person who is not a Permitted Transferee of a Glazer Party; or
(iii)
in respect of all Class B Shares, upon the aggregate number of issued and outstanding Class B Shares ceasing to represent in the aggregate at least ten per cent. (10%) of the issued and outstanding Ordinary Shares in the capital of the Company.
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| Section 40 – Transfer of Shares | | ||||||
| The instrument of transfer of any Share shall be in any usual or common form or such other form as the Directors may, in their absolute discretion, approve and be executed by or on behalf of the transferor and if in respect of a nil or partly paid up Share, or if so required by the Directors, shall also be executed on behalf of the transferee and shall be accompanied by the certificate (if any) of the Shares to which it relates and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer. The transferor shall be deemed to remain a Shareholder until the name of the transferee is entered in the Register in respect of the relevant Shares. | | | The instrument of transfer of any Share shall be in any usual or common form or such other form as the Directors may, in their absolute discretion, approve and be executed by or on behalf of the transferor and if in respect of a nil or partly paid up Share, or if so required by the Directors, shall also be executed on behalf of the transferee and shall be accompanied by the certificate (if any) of the Shares to which it relates and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer. The transferor shall be deemed to remain a Shareholder until the name of the transferee is entered in the Register in respect of the relevant Shares. Without prejudice to the generality of the foregoing, title to listed shares of the Company may be evidenced and transferred in accordance with the laws applicable to and the rules and regulations of any Exchange on which such shares are listed. | | | The instrument of transfer of any Share shall be in any usual or common form or such other form as the Directors may, in their absolute discretion, approve and be executed by or on behalf of the transferor and if in respect of a nil or partly paid up Share, or if so required by the Directors, shall also be executed on behalf of the transferee and shall be accompanied by the certificate (if any) of the Shares to which it relates and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer. The transferor shall be deemed to remain a Shareholder until the name of the transferee is entered in the Register in respect of the relevant Shares. Without prejudice to the generality of the foregoing, title to listed shares of the Company may be evidenced and transferred in accordance with the laws applicable to and the rules and regulations of any Exchange on which such shares are listed. | |
| Section 41 – Transfer of Shares | | ||||||
| Subject to the rules of any Exchange on which the Shares in | | | Subject to the rules of any Exchange on which the Shares in | | | Subject to the rules of any Exchange on which the Shares in | |
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Existing
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Proposed
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Comparison
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| question may be listed, to the provisions of the next- following Article and to any rights and restrictions for the time being attached to any Share, the Directors may in their absolute discretion decline to register any transfer of Shares without assigning any reason therefor. If the Board of Directors refuses to register a transfer of any Share the Secretary shall, within two months after the date on which the transfer request was lodged with the Company, send to the transferor and transferee notice of the refusal. | | | question may be listed, to the provisions of the next- following Article and to any rights and restrictions for the time being attached to any Share, the Directors may in their absolute discretion decline to register any transfer of Shares without assigning any reason therefor, provided that the Directors shall register any transfer of Shares made in accordance with the provisions of the Governance Agreement and shall refuse to register any transfer of Shares if such transfer would violate the terms of the Governance Agreement. If the Board of Directors refuses to register a transfer of any Share the Secretary shall, within two months after the date on which the transfer request was lodged with the Company, send to the transferor and transferee notice of the refusal. | | | question may be listed, to the provisions of the next- following Article and to any rights and restrictions for the time being attached to any Share, the Directors may in their absolute discretion decline to register any transfer of Shares without assigning any reason therefor, provided that the Directors shall register any transfer of Shares made in accordance with the provisions of the Governance Agreement and shall refuse to register any transfer of Shares if such transfer would violate the terms of the Governance Agreement. If the Board of Directors refuses to register a transfer of any Share the Secretary shall, within two months after the date on which the transfer request was lodged with the Company, send to the transferor and transferee notice of the refusal. | |
| Section 47 – Transfer of Shares | | ||||||
| N/A | | | Any transfer in violation of the Governance Agreement shall be null and void ab initio. | | |
Any transfer in violation of the Governance Agreement shall be null and void ab initio.
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| Section 54 – Redemption, Purchase and Surrender of Shares | | ||||||
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Subject to the Law, the Company may:
(a)
issue Shares on terms that they are to be redeemed or are liable to be redeemed at the option of the Company or the Shareholder on such terms and in such manner as the Directors may determine;
(b)
purchase its own Shares (including any redeemable Shares) on such terms and in such manner as the Directors may determine and agree with the Shareholder;
(c)
make a payment in respect of the redemption or purchase of its own Shares
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Subject to the Act, the Company may:
(a)
issue Shares on terms that they are to be redeemed or are liable to be redeemed at the option of the Company or the Shareholder on such terms and in such manner as the Directors may determine; provided that, without the approval of the majority of the Non-Affiliated Directors of the Board, the Company shall not effectuate any redemption of Shares other than (i) pro rata to the number of Shares, (ii) in respect of Class A Shares only on a pro rata basis, (iii) in the
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Subject to the LawAct, the Company may:
(a)
issue Shares on terms that they are to be redeemed or are liable to be redeemed at the option of the Company or the Shareholder on such terms and in such manner as the Directors may determine; provided that, without the approval of the majority of the Non-Affiliated Directors of the Board, the Company shall not effectuate any redemption of Shares other than (i) pro rata to the number of Shares, (ii) in respect of Class A Shares only on a pro rata basis, (iii) in the
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Existing
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Proposed
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Comparison
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in any manner authorised by the Law; and
(d)
accept the surrender for no consideration of any paid up Share (including any redeemable Share) on such terms and in such manner as the Directors may determine.
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ordinary course of business in connection with the repurchase of Shares from employees or service providers of the Company or its affiliates following termination of such employees or service providers, or (iv) in accordance with Article 16;
(b)
purchase its own Shares (including any redeemable Shares) on such terms and in such manner as the Directors may determine and agree with the Shareholder; provided that, without the approval of the majority of the Non-Affiliated Directors of the Board, the Company shall not effectuate any repurchase of Shares other than (i) pro rata to the number of Shares, (ii) in respect of Class A Shares only on a pro rata basis, (iii) in the ordinary course of business in connection with the repurchase of Shares from employees or service providers of the Company or its affiliates following termination of such employees or service providers, or (iv) in accordance with Article 16;
(c)
make a payment in respect of the redemption or purchase of its own Shares in any manner authorised by the Act; and
(d)
accept the surrender for no consideration of any paid up Share (including any redeemable Share) on such terms and in such manner as the Directors may determine.
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ordinary course of business in connection with the repurchase of Shares from employees or service providers of the Company or its affiliates following termination of such employees or service providers, or (iv) in accordance with Article 16;
(b)
purchase its own Shares (including any redeemable Shares) on such terms and in such manner as the Directors may determine and agree with the Shareholder; provided that, without the approval of the majority of the Non-Affiliated Directors of the Board, the Company shall not effectuate any repurchase of Shares other than (i) pro rata to the number of Shares, (ii) in respect of Class A Shares only on a pro rata basis, (iii) in the ordinary course of business in connection with the repurchase of Shares from employees or service providers of the Company or its affiliates following termination of such employees or service providers, or (iv) in accordance with Article 16;
(c)
make a payment in respect of the redemption or purchase of its own Shares in any manner authorised by the LawAct; and
(d)
accept the surrender for no consideration of any paid up Share (including any redeemable Share) on such terms and in such manner as the Directors may determine.
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Existing
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Proposed
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Comparison
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| Section 88 – Corporations Acting by Representatives at a Meeting | | ||||||
| Any corporation which is a Shareholder or a Director may by resolution of its directors or other governing body authorise such Person as it thinks fit to act as its representative at any meeting of the Company or of any meeting of holders of a Class or of the Directors or of a committee of Directors, and the Person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual Shareholder or Director. | | | Any corporation which is a Shareholder or a Director may by resolution of its directors or other governing body authorise such Person as it thinks fit to act as its representative at any meeting of the Company or of any meeting of holders of a Class or of the Directors or of a committee of Directors, and the Person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual Shareholder or Director. If a clearing house (or its nominee) is a Shareholder of the Company it may, by resolution of its directors or other governing body or by power of attorney, authorise such person or persons as it thinks fit to act as its representative or representatives at any general meeting of the Company or at any general meeting of any Class of Shareholders of the Company provided that, if more than one person is so authorised, the authorisation shall specify the number and Class of Shares in respect of which each such person is so authorised. A person so authorised pursuant to this Article shall be entitled to exercise the same powers on behalf of the clearing house (or its nominee) which they represent as that clearing house (or its nominee) could exercise if it were an individual Shareholder holding the number and Class of Shares specified in such authorisation. | | |
Any corporation which is a Shareholder or a Director may by resolution of its directors or other governing body authorise such Person as it thinks fit to act as its representative at any meeting of the Company or of any meeting of holders of a Class or of the Directors or of a committee of Directors, and the Person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual Shareholder or Director. If a clearing house (or its nominee) is a Shareholder of the Company it may, by resolution of its directors or other governing body or by power of attorney, authorise such person or persons as it thinks fit to act as its representative or representatives at any general meeting of the Company or at any general meeting of any Class of Shareholders of the Company provided that, if more than one person is so authorised, the authorisation shall specify the number and Class of Shares in respect of which each such person is so authorised. A person so authorised pursuant to this Article shall be entitled to exercise the same powers on behalf of the clearing house (or its nominee) which they represent as that clearing house (or its nominee) could exercise if it were an individual Shareholder holding the number and Class of Shares specified in such authorisation.
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| Section 129 – Dividends | | ||||||
| Subject to any rights and restrictions for the time being attached to any Shares, or as otherwise provided for in the Law and these Articles, the Directors | | | Subject to any rights and restrictions for the time being attached to any Shares, or as otherwise provided for in the Act and these Articles, the Directors | | | Subject to any rights and restrictions for the time being attached to any Shares, or as otherwise provided for in the Law Act and these Articles, the | |
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| may from time to time declare dividends (including interim dividends) and other distributions on Shares in issue and authorise payment of the same out of the funds of the Company lawfully available therefor. | | | may from time to time declare dividends (including interim dividends) and other distributions on Shares in issue and authorise payment of the same out of the funds of the Company lawfully available therefor. Notwithstanding the foregoing, without the prior approval of the majority of the Non-Affiliated Directors of the Board, the Company shall not declare any dividend or other distribution on the Shares in issue other than (i) pro rata to the number of Shares or (ii) in respect of the Class A Shares only on a pro rata basis. | | |
Directors may from time to time declare dividends (including interim dividends) and other distributions on Shares in issue and authorise payment of the same out of the funds of the Company lawfully available therefor. Notwithstanding the foregoing, without the prior approval of the majority of the Non-Affiliated Directors of the Board, the Company shall not declare any dividend or other distribution on the Shares in issue other than (i) pro rata to the number of Shares or (ii) in respect of the Class A Shares only on a pro rata basis.
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| Section 140 – Accounts, Audit and Annual Return and Declaration | | ||||||
| The accounts relating to the Company’s affairs shall only be audited if the Directors so determine, in which case the financial year end and the accounting principles will be determined by the Directors. | | | The accounts relating to the Company’s affairs shall only be audited if the Directors so determine, in which case the financial year end and the accounting principles will be determined by the Directors. The financial year of the Company shall end on 30 June of each year or such other date as the Directors may determine. | | | The accounts relating to the Company’s affairs shall only be audited if the Directors so determine, in which case the financial year end and the accounting principles will be determined by the Directors. The financial year of the Company shall end on 30 June of each year or such other date as the Directors may determine. | |
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