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This excerpt taken from the TBSI DEF 14A filed Oct 30, 2009. ALTERATION
OF CAPITAL
40. The Company may from time to time by Ordinary
Resolution increase the authorised share capital by such sum, to
be divided into shares of such amount, as the resolution shall
prescribe.
41. The Company may by Ordinary Resolution:
(a) consolidate and divide all or any of its share capital
into shares of larger amount than its existing shares:
(b) subdivide its existing shares, or any of them, into
shares of smaller amount than is fixed by the memorandum of
association subject, nevertheless, to section 68(1)(d) of the
Act: or
(c) cancel any shares which, at the date of the passing of
the resolution, have not been taken or agreed to be taken by any
person and reduce the amount of its authorised share capital by
the amount of the shares so cancelled.
42. The Company may by Special Resolution reduce its share
capital, any capital redemption reserve fund or any share
premium account in any manner and with and subject to any
incident authorised, and consent required, by law.
43. Whenever as a result of an alternation or
reorganisation of the share capital of the Company any members
would become entitled to fractions of a share, the Directors
may, on behalf of those members, sell the shares representing
the fractions for the best price reasonably obtainable to any
person and distribute the proceeds of sale in due proportion
among those members, and the Directors may authorise any person
to execute an instrument of transfer of the shares to, or in
accordance with the directions of, the purchaser. The transferee
shall not be bound to see to the application of the purchase
money nor shall his title to the shares be affected by any
irregularity in or invalidity of the proceedings in reference to
the sale
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