7. Share Capital and Variation of Rights
7.1 Limitation on Power of Board
Nothing in this clause empowers the Board to issue shares or options over shares unless the effect of that issue is that auDA remains the holder of the majority of voting shares and options over voting shares (as the case may be) in the Company.
7.2 General
7.2.1 Shares in the Company do not have a par value. The Directors will determine the issue price of all Shares issued.
7.2.2 Without prejudice to any special rights previously conferred on the holders of any existing Shares or class of Shares but subject to the Act and this Constitution, Shares may be issued by the Directors and any such Shares may be issued with such preferred, deferred or other special rights or such restrictions, whether with regard to dividend, voting, return of capital or otherwise, as the Directors, subject to any resolution, determine.
7.2.3 Subject to the Act and this Constitution, in particular, clauses 7.1, 7.2, 7.2.2 and 10, Shares shall be under the control of the Directors, so that:
7.2.3.1 Shares may be allotted or disposed of and options may be granted in respect of Shares by the Directors, to such persons and on such terms and conditions and at such time, and upon such terms of payment, whether in cash or otherwise, as the Directors may determine; and
7.2.3.2 Shares may be issued as fully or partly paid and may be issued or allotted as part payment for any property acquired by the Company or in return for any services rendered to the Company.
7.3 Preference Shares
Subject to the Act and this Constitution, the Directors may issue any preference Shares on the terms that they are, or at the option of the Company are, liable to be redeemed.
7.4 Class Rights
7.4.1 The rights attached to Shares in a class of shares may be varied or cancelled only by special resolution of the Company and:
7.4.1.1 by special resolution passed at a meeting of the class of Members holding Shares in the class; or
7.4.1.2 with the written consent of Members with at least 75% of the votes in the class.
7.4.2 If the Shares in a class of Shares are divided into further classes, and after division the rights attached to all of those Shares are not the same:
7.4.2.1 the division is taken to vary the rights attached to every Share, that was in the class existing before the division; and
7.4.2.2 Members who hold Shares to which the same rights are attached after the division form a separate class.
7.4.3 If the rights attached to some of the Shares in a class of Shares are varied:
7.4.3.1 the variation is taken to vary the rights attached to every other Share that was in the class existing before the variation; and
7.4.3.2 Members who hold Shares to which the same rights are attached after the variation form a separate class.
7.5 Recognition of Shares Held on Trust
7.5.1 Except as required by the Act, the Company shall not recognise a person as holding a Share upon any trust.
7.5.2 The Company is not bound by or compelled in any way to recognise (whether it has notice of the interest or rights concerned) any equitable, contingent, future or partial interest in any Share or unit of a Share or (except as otherwise provided by this Constitution or by the Act) any other right in respect of a Share except an absolute right of ownership in the registered holder.
7.6 Brokerage or Commission
The Company may pay brokerage or commission to a person in respect of that person or another person agreeing to take up Shares in the Company.
7.7 Entitlement to Share Certificates
7.7.1 A person whose name is entered as a Member in the register of Members is entitled to receive a certificate in respect of his or her Shares in accordance with the Act but, in respect of a Share or Shares held jointly by several persons, the Company is not bound to issue more than one certificate.
7.7.2 Delivery of a certificate for a Share to one of several joint holders is sufficient delivery to all such holders.
7.8 Lost or Destroyed Certificates
Upon the loss or destruction of a Share certificate, it may be renewed upon payment of a fee not exceeding the prescribed amount pursuant to the Act and on provision of:
7.8.1 a statement in writing that the certificate has been lost or destroyed, and has not been pledged, sold or otherwise disposed of and, if lost, that proper searches have been made; and
7.8.2 an undertaking in writing that if it is found or received by the owner it will be returned to the Company.
