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Title: |
Bye-Laws |
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Entities: |
Royal Bank of Scotland plc; APW Ltd. |
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Date: |
2002 |
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Size: |
Preview shows 10KB of 141KB total |
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Price: |
$61 |
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ID: |
#125379 |
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BYE-LAWS
of
APW LTD.
{PAGE}
(i)
TABLE OF CONTENTS
Bye-law Page
1 Interpretation
2 Board of Directors
3 Management of the Company
4 Power to appoint managing director or chief executive officer
5 Power to appoint manager
6 Power to authorise specific actions
7 Power to appoint attorney
8 Power to delegate to a committee
9 Power to appoint and dismiss employees
10 Power to borrow and charge property
11 Exercise of power to purchase shares of or discontinue the Company
12 Election of Directors
13 Defects in appointment of Directors
14 Alternate Directors
15 Removal of Directors
16 Vacancies on the Board
17 Notice of meetings of the Board
18 Quorum at meetings of the Board
19 Meetings of the Board
20 Unanimous written resolutions
21 Contracts and disclosure of Directors' interests
22 Remuneration of Directors
23 Officers of the Company
24 Appointment of Officers
25 Remuneration of Officers
26 Duties of Officers
27 Chairman of meetings
28 Register of Directors and Officers
29 Obligations of Board to keep minutes
30 Indemnification of Directors and Officers of the Company
31 Waiver of claim by Member
32 Notice of annual general meeting
33 Notice of special general meeting
34 Advance Notice
35 Accidental omission of notice of general meeting
36 Meeting called on requisition of members
{PAGE}
(ii)
37 Short notice
38 Postponement of meetings
39 Quorum for general meeting
40 Adjournment of meetings
41 Attendance at meetings
42 Written resolutions
43 Attendance of Directors
44 Voting at meetings
45 Voting on show of hands
46 Decision of chairman
47 Demand for a poll
48 Seniority of joint holders voting
49 Instrument of proxy
50 Representation of corporations at meetings
51 Rights of shares
52 Preference shares
53 Power to issue shares
54 Variation of rights, alteration of share capital
and purchase of shares of the Company
55 Registered holder of shares
56 Death of a joint holder
57 Share certificates
58 Calls on shares and Liens
59 Forfeiture of Shares
60 Contents of Register of Members
61 Inspection of Register of Members
62 Determination of record dates
63 Instrument of transfer
64 Restriction on Transfer
65 Transfers by joint holders
66 Representative of deceased Member
67 Registration on death or bankruptcy
68 Declaration of dividends by Board
69 Other distributions
70 Reserve fund
71 Deduction of amounts due to the Company
72 Issue of bonus shares
73 Records of account
74 Financial year end
{PAGE}
(iii)
75 Financial statements
76 Appointment of Auditor
77 Remuneration of Auditor
78 Vacation of office of Auditor
79 Access to books of the Company
80 Report of the Auditor
81 Legends on Share Certificates
82 Notices to Members of the Company
83 Notices to joint Members
84 Service and delivery of notice
85 The seal
86 Manner in which seal is to be affixed
87 Winding-up/distribution by liquidator
88 Increase in Share Capital
89 Amalgamation
90 Continuation
91 Alteration of Bye-laws
92 Investor Rights Agreement
Schedule - Form A (Proxy) (Bye-law 49)
Schedule - Form B (Notice of Forfeiture) (Bye-law 59)
Schedule - Form C (Form of Transfer) (Bye-law 63)
Schedule - Form D (Form of Transfer on death/bankruptcy) (Bye-law 67)
{PAGE}
-1-
INTERPRETATION
1. Interpretation
In the Bye-laws the following words and expressions shall, where not
inconsistent with the context, have the following meanings respectively:
(a) "Act" means the Companies Act 1981 as amended from time to time;
(b) "Affiliate" of a person means any other person controlling,
controlled by or under common control with such person and, in
the case of a person which is a partnership, any partner of such
person (provided that an Affiliate of an Investor shall not
include the Company or any person which would be deemed to be an
Affiliate of such Investor solely by reason of such Investor's
control of the Company) save that for the purposes of Bye-law
19(3) an "Affiliate" of an Investor means any other person
controlling, controlled by or under common control with such
Investor and, in the case of a person which is a partnership, any
partner of such person (but shall not include the Company or any
person which would be deemed to be an Affiliate of such Investor
solely by reason of such Investor's control of the Company),
where "control" in respect of another person includes beneficial
ownership of 35% or more of the fully diluted common equity
securities of such other person;
(c) "Alternate Director" means an alternate director appointed in
accordance with these Bye-laws;
(d) "Approved Sale" means the sale of the Company (approved by the
Board and Investors holding a majority of the Investor Shares) to
an Independent Third Party or group of Independent Third Parties
pursuant to a sale of all or substantially all of the Company's
assets determined on a consolidated basis, an amalgamation, a
scheme of arrangement, a merger or a sale of all or substantially
all of the Company's shares;
(e) "Auditor" includes any individual or partnership;
(f) "Board" means the Board of Directors of the Company appointed or
elected pursuant to these Bye-laws and acting by resolution in
accordance with the Act and these Bye-laws or the Directors
present at a meeting of directors convened and held in accordance
with the Act at which there is a quorum;
(g) "business day" means any day that the banks in Bermuda and in
Chicago are open for business, excluding Saturdays and Sundays;
{PAGE}
-2-
(i) "Common Share" means a common share of par value US$0.02 each and
designated as a Common Share;
(j) "Company" means the company incorporated in Bermuda for which
these Bye-laws are approved and confirmed;
(k) "Director" means a director of the Company and includes an
Alternate Director;
(l) "Fully Diluted Basis" at any time means, without duplication, (i)
all Common Shares outstanding at such time plus (ii) all Common
Shares directly or indirectly issuable upon conversion of
outstanding convertible securities of the Company or exercise or
exchange of outstanding options, warrants or similar rights,
whether or not such convertible security, right or option,
warrant or similar right is then convertible, exercisable or
exchangeable other than (a) Common Shares issuable upon exercise
of the Original Shareholder Warrants and (b) Common Shares
issuable upon exercise of options held by employees of the
Company or any of its Subsidiaries.
(m) "Indemnified Person" means any Director, Officer, Resident
Representative, member of a committee duly constituted under
Bye-law 8 and any liquidator, manager or trustee for the time
being acting in relation to the affairs of the Company, and his
heirs, executors and administrators;
(n) "Independent Third Party" means any person who, immediately prior
to the contemplated transaction does not own in excess of 5% of
the Company's Common Shares on a Fully Diluted Basis (a 5%
Owner), who is not controlling, controlled by or under common
control with any such 5% Owner and who is not the spouse or
descendent (by birth or adoption) of any such 5% Owner or a trust
for the benefit of such 5% Owner and/or such other persons.
(o) "Investor" means each person listed in the Schedule of Investors
to the Investor Rights Agreement and any person who subsequently
become a party to the Investor Rights Agreement excluding
successors to the Company.
(p) "Investor Rights Agreement" means the agreement by that name to
be entered into in relation to the Company upon the
Reorganisation becoming effective and any reference thereto shall
be to that agreement as and to the extent that any of the rights
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