Vistaprint 2008 Annual Report Download - page 161

17. The Company may sell, in such manner as the Board may think fit, any share on which the Company has a
lien but no sale shall be made unless some sum in respect of which the lien exists is presently payable nor
until the expiration of fourteen (14) days after a notice in writing, stating and demanding payment of the
sum presently payable and giving notice of the intention to sell in default of such payment, has been served
on the holder for the time being of the share.
18. The net proceeds of sale by the Company of any shares on which it has a lien shall be applied in or towards
payment or discharge of the debt or liability in respect of which the lien exists so far as the same is
presently payable, and any residue shall (subject to a like lien for debts or liabilities not presently payable
as existed upon the share prior to the sale) be paid to the person who was the holder of the share
immediately before such sale. For giving effect to any such sale, the Board may authorise some person to
transfer the share sold to the purchaser thereof. The purchaser shall be registered as the holder of the share
and he shall not be bound to see to the application of the purchase money, nor shall his title to the share be
affected by any irregularity or invalidity in the proceedings relating to the sale.
19. 19.1 Whenever any law for the time being of any country, state or place imposes or purports to impose
any immediate or future or possible liability upon the Company to make any payment or empowers
any government or taxing authority or government official to require the Company to make any
payment in respect of any shares registered in any of the Company’s registers as held either jointly
or solely by any Shareholder or in respect of any dividends, bonuses or other monies due or
payable or accruing due or which may become due or payable to such Shareholder by the Company
on or in respect of any shares registered as aforesaid or for or on account or in respect of any
Shareholder and whether in consequence of:
19.1.1 the death of such Shareholder;
19.1.2 the non-payment of any income tax or other tax by such Shareholder;
19.1.3 the non-payment of any estate, probate, succession, death, stamp, or other duty by the
executor or administrator of such Shareholder or by or out of his estate; or
19.1.4 any other act or thing;
in every such case (except to the extent that the rights conferred upon holders of any class of shares
render the Company liable to make additional payments in respect of sums withheld on account of
the foregoing):
19.2 the Company shall be fully indemnified by such Shareholder or his executor or administrator from
all liability;
19.3 the Company shall have a lien upon all dividends and other monies payable in respect of the shares
registered in any of the Company’s registers as held either jointly or solely by such Shareholder for
all monies paid or payable by the Company in respect of such shares or in respect of any dividends
or other monies as aforesaid thereon or for or on account or in respect of such Shareholder under or
in consequence of any such law together with interest at the rate of fifteen percent (15%)per
annum thereon from the date of payment to date of repayment and may deduct or set off against
such dividends or other monies payable as aforesaid any monies paid or payable by the Company
as aforesaid together with interest as aforesaid;
19.4 the Company may recover as a debt due from such Shareholder or his executor or administrator
wherever constituted any monies paid by the Company under or in consequence of any such law
and interest thereon at the rate and for the period aforesaid in excess of any dividends or other
monies as aforesaid then due or payable by the Company;
19.5 the Company may, if any such money is paid or payable by it under any such law as aforesaid,
refuse to register a transfer of any shares by any such Shareholder or his executor or administrator
until such money and interest as aforesaid is set off or deducted as aforesaid, or in case the same
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