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Title: |
Articles of Association |
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Entities: |
PowerDsine Ltd. |
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Date: |
2006 |
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Size: |
43KB total |
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Price: |
$42 |
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ID: |
#2184290 |
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Start of
Preview |
ARTICLES OF ASSOCIATION
IN ACCORDANCE WITH
THE COMPANIES LAW, 5759 - 1999
OF
POWERDSINE LTD.
TABLE OF CONTENTS
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SECTION |
SUBJECT |
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1. |
Name of the Company |
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2. |
Objects of the Company |
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3. |
Interpretation |
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4. |
The Company's Authorized Share Capital and the Rights Attached to Shares |
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5. |
Public Company |
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6. |
Limited Liability |
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7. |
Jointly Held Shares and Share Certificates |
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8. |
Remedies of the Company in relation to Shares Not Paid Up |
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9. |
Transfer of Shares |
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10. |
Alteration of Capital |
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11. |
Alteration of Rights of Classes of Shares |
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12. |
General Meetings |
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13. |
Convening General Meetings |
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14. |
Proceedings at General Meetings |
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15. |
Voting at the General Meetings |
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16. |
The Majority Required for Votes at General Meetings |
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17. |
The Board of Directors |
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18. |
The Appointment of the Board of Directors and Termination of Office |
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19. |
Meetings of the Board of Directors |
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20. |
Voting at the Board of Directors |
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21. |
Committees of the Board of Directors |
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22. |
Exemption, Insurance and Indemnity |
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23 |
Independent Auditor |
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24. |
Signing on behalf of the Company |
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25. |
Dividends and Bonus Shares |
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26. |
Redeemable Securities |
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27. |
Donations |
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28. |
Notices |
The name of the Company is POWERDSINE LTD.
| 2. |
PURPOSE OF THE COMPANY |
The purpose of the Company is to engage in any lawful occupation and/or business.
3.1 In these articles, each of the following expressions shall bear the meanings set forth alongside them:
(a) articles - these articles of association;
(b) business day - a day on which banks in both Tel Aviv and New York City are generally open for business.
(c) Companies Law - the Companies Law, 5759-1999;
(d) Companies Ordinance - the Companies Ordinance (New Version), 5743-1983;
(e) Companies Regulations - regulations promulgated by virtue of the authority granted pursuant to the Companies Law;
(f) director - as defined in section 1 of the Companies Law, including an alternate;
(g) financial statements - the financial statements that the Company must prepare pursuant to the law;
(h) law - the provisions of any law prevailing in the State of Israel and the United States of Americas securities laws and any applicable rule of any stock market on which the Companys securities are listed;
(i) ordinary majority - a majority of more than half the votes of the shares entitled to vote and voting in person or by proxy;
(j) supermajority - a majority of more than 2/3 (two thirds) of the votes of the shares entitled to vote and voting in person or by proxy;
(k) securities - shares, debentures, capital notes, securities convertible into shares and rights to any of the aforegoing, issued by the Company;
(l) the Memorandum - the Companys memorandum of association;
(m) writing - print and any other form of printing words, including documents sent in writing by facsimile, cable, telex, e-mail, computer or through any other electronic media, which creates or enables the creation of a copy and/or printout of the document.;
3.2 A reference to a person includes any corporate body.
3.3 Words importing the singular shall include the plural, and vice versa.
3.4 Words importing the masculine shall include the feminine, and vice versa.
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3.5 |
(a) Where a certain period is defined as a specific number of days or weeks from a particular day, such day shall not be included in the count. |
(b) A period defined as a specific number of months or years after a particular event shall end on such day of the last month as is the same day of the month as the day on which that event took place or, if the last month has no such day, on the last day thereof.
(c) Days of rest or vacation, and public holidays, shall be included in computing the number of days of a period unless they are the last days thereof.
3.6 Except as provided in this paragraph, every word and expression herein shall bear the meaning designated to them in the Companies Law, and if the Companies Law contains no such definition - the meaning designated to them in the Companies Regulations, and if the Companies Regulations contains no such definition - the meaning designated to them in any other law, unless the context otherwise requires.
3.7 For the avoidance of doubt, it is hereby clarified that with regard to matters formalized in the Companies Law in such manner that stipulations may be made with respect to the arrangements pertaining thereto in these Articles, and these Articles do not include provisions with respect thereto which are different than the provisions of the Companies Law, the provisions of the Companies Law shall apply with respect thereto.
3.8 The provisions of these articles are subject to applicable law.
| 4. |
THE COMPANY'S AUTHORIZED SHARE CAPITAL AND THE RIGHTS ATTACHED TO THE SHARES |
4.1 The Company's authorized share capital is NIS 500,000 par value, divided into 50,000,000 ordinary shares having a par value of NIS 0.01 each (hereinafter, the Ordinary Shares).
4.2 All the Ordinary Shares are of equal rights between them for all intents and purposes, and each Ordinary Share shall confer on the holder thereof:
4.2.1 The equal right to participate in and vote at the Company's general meetings, whether ordinary meetings or special meetings, and each of the shares in the Company shall entitle the holder thereof, who is present at the meeting and participating in the vote, whether in person, or by proxy, to one vote;
4.2.2 The equal right to participate in the distribution of dividends, whether in cash or in bonus shares, in the distribution of assets or in any other distribution, according to the proportion of the par value of such shares; and
4.2.3 The equal right to participate in the distribution of the Company's surplus assets at the time of dissolution of the Company, according to the proportion of the par value of such shares.
4.3 The Board of Directors may issue other shares and securities, which are convertible or may be exercised into shares, up to the limit of the Company's authorized share capital. For the purpose of calculating the limit of the Company's authorized share capital, securities that are convertible or may be exercised into shares shall be deemed to have been converted or exercised at the time of issue thereof.
4.4 Subject to the Law, the Board of Directors may delegate to the Boards compensation committee the Boards power to issue or allocate shares, options or other securities to employees of the Company.
The Company is a public company pursuant to the Companies Law.
The liability of the shareholders for the debts of the Company shall be limited to the full amount (par value together with premium) which they were required to pay to the Company for the shares, and which has not yet been paid by them.
| 7. |
JOINTLY HELD SHARES AND SHARE CERTIFICATES |
7.1 In the event that two people or more are registered in the Register of Shareholders as the joint holders of a share, each one of them shall be entitled to give binding receipts for any dividend or other moneys in connection with such share.
7.2 A shareholder who is registered in the Register of Shareholders is entitled to receive from the Company, without payment and at such shareholders request, within a period of three months after the allocation or registration of the transfer, one share certificate with respect to all the shares registered in his name, which shall specify the aggregate number of the shares held by such shareholders. In the event of a jointly held share, the Company shall issue one share certificate for all the joint holders of the share, and the delivery of such certificate to one of the joint holders shall be deemed to be delivery to all of them.
7.3 Each share certificate shall bear the signature of two office holders of the Company.
7.4 A share certificate that is defaced, destroyed or lost may be renewed based on evidence and guarantees as the Company shall demand, from time to time.
7.5 The Company shall not recognize any person as holding a share in trust, and shall not be bound or compelled to recognize any equitable, contingent, future or partial interest in any share, except in reliance upon a judicial decision or pursuant to the requirements of any law.
| 8. |
REMEDIES OF THE COMPANY IN RELATION TO SHARES NOT FULLY PAID UP |
8.1 Should the consideration that the shareholder was required to pay to the Company in consideration of his shares not have been received by the Company in whole or in part, upon such date and terms as determined in the terms of allocation of his shares and/or in the Call on Shares as stated in Article 8.2 below, the Company is entitled, by a resolution of the Board of Directors, to demand the forfeiture of the shares whose consideration was not paid in full. Forfeiture of the shares shall be implemented only in the event that the Company sent to the shareholder notice, in writing, of its intention to demand forfeiture of his shares within at least seven days from the date of receipt of the notice, in the event that the payment is not made during the period as determined in the said notice.
The Board of Directors may, at any time prior to the date on which the forfeited share was sold, re-allocated or transferred in any other manner, cancel the forfeiture on such terms as it shall deem fit.
The forfeited shares shall be held by the Company as dormant shares or shall be sold.
8.2 If, according to the terms of allocation of shares, there is no date scheduled for the payment of any part of the price payable therefor, the Board of Directors may make calls, from time to time, upon the shareholders who have not yet paid in full the consideration for their shares in respect of any moneys as yet unpaid on the shares which they hold, and each shareholder shall be required to pay to the Company the amount called on his shares at the date scheduled therefore, provided that he shall receive fourteen days prior notice of the date and place of payment ("Call on Shares"). The notice shall specify that non-payment on the scheduled date or prior thereto, at the specified place, may cause forfeiture of the shares in respect of which the call was made. A Call on Shares may be revoked or postponed to another date, as shall be decided by the Board of Directors.
8.3 In the absence of any other determination in the terms of allocation of the shares, a shareholder shall not be entitled to receive a dividend or use any right as a shareholder in respect of shares which have not yet been fully paid up.
8.4 Joint holders of a share shall be jointly and severally liable for the payment of the amounts due to the Company in respect of the share.
8.5 Nothing stated in these Articles shall derogate from any other remedy of the Company with respect to a shareholder who has not paid his debt to the Company in respect of his shares.
9.1 The shares of the Company are transferable.
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