Vistaprint 2008 Annual Report Download - page 163

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28. If the requirements of any such notice as aforesaid are not complied with, any share in respect of which
such notice has been given may at any time thereafter, before payment of all calls or installments and
interest due in respect thereof has been made, be forfeited by a resolution of the Board to that effect. Such
forfeiture shall include all dividends declared in respect of the forfeited shares and not actually paid before
the forfeiture.
29. When any share has been forfeited, notice of the forfeiture shall be served upon the person who was before
forfeiture the holder of the share but no forfeiture shall be in any manner invalidated by any omission or
neglect to give such notice as aforesaid.
30. A forfeited share shall be deemed to be the property of the Company and may be sold, re offered or
otherwise disposed of either to the person who was, before forfeiture, the holder thereof or entitled thereto
or to any other person upon such terms and in such manner as the Board shall think fit, and at any time
before a sale, re-allotment or disposition the forfeiture may be cancelled on such terms as the Board may
think fit.
31. A person whose shares have been forfeited shall thereupon cease to be a Shareholder in respect of the
forfeited shares but shall, notwithstanding the forfeiture, remain liable to pay to the Company all monies
which at the date of forfeiture were presently payable by him to the Company in respect of the shares with
interest thereon at such rate as the Board may determine from the date of forfeiture until payment, and the
Company may enforce payment without being under any obligation to make any allowance for the value of
the shares forfeited.
32. An affidavit in writing that the deponent is a Director of the Company or the Secretary and that a share has
been duly forfeited on the date stated in the affidavit shall be conclusive evidence of the facts therein stated
as against all persons claiming to be entitled to the share. The Company may receive the consideration (if
any) given for the share on the sale, re-allotment or disposition thereof and the Board may authorise some
person to transfer the share to the person to whom the same is sold, re-allotted or disposed of, and he shall
thereupon be registered as the holder of the share and shall not be bound to see to the application of the
purchase money (if any) nor shall his title to the share be affected by any irregularity or invalidity in the
proceedings relating to the forfeiture, sale, re-allotment or disposal of the share.
REGISTER OF SHAREHOLDERS
33. The Register shall be kept at the Registered Office or at such other place in Bermuda as the Board may
from time to time direct, in the manner prescribed by the Companies Acts. Subject to the provisions of the
Companies Acts, the Company may keep one or more overseas or branch registers in any place, and the
Board may make, amend and revoke any such regulations as it may think fit respecting the keeping of such
registers. The Board may authorise any share on the Register to be included in a branch register or any
share registered on a branch register to be registered on another branch register, provided that at all times
the Register is maintained in accordance with the Companies Acts.
34. The Register or any branch register may be closed at such times and for such period as the Board may from
time to time decide, subject to the Companies Acts. Except during such time as it is closed, the Register
and each branch register shall be open to inspection in the manner prescribed by the Companies Acts
between 10:00 a.m. and 12:00 noon (or between such other times as the Board from time to time
determines) on every working day. Unless the Board so determines, no Shareholder or intending
Shareholder shall be entitled to have entered in the Register or any branch register any indication of any
trust or any equitable, contingent, future or partial interest in any share or any fractional part of a share and
if any such entry exists or is permitted by the Board it shall not be deemed to abrogate any of the
provisions of Bye-Law 10.
Proxy Statement
A-11