of do hereby transfer to the said -7., of the mortgage debenture stock of the above-named company standing [or, part of the stock standing] in my name in books of the said company, to hold the same unto the said his executors, administrators, and assigns, subject to the several conditions on which I held the same at the time of the execution hereof. And I, the said do hereby agree

of

Forms.

9. Every such instrument must be executed, both by the transferor Execution of and transferee, and the transferor shall be deemed to remain owner of transfer. such stock until the name of the transferee is entered in the register

(hereinafter mentioned) in respect thereof.

10. Every instrument of transfer must be left at the registered office Transfer to be of the company for registration, accompanied by the certificate of the left at office, stock to be transferred, and such other evidence as the directors may &c. require to prove the title of the transferor or his right to transfer the

stock.

11. All instruments of transfer which shall be registered will be And will be retained by the company.

12. A fee not exceeding 2s. 6d. will be charged for the registration of each transfer, and must, if required by the directors, be paid before the registration of the transfer.

retained.
Fees on

transfer.

13. No transfer will be registered during the fourteen days im- Closing remediately preceding the said

in each year.

day of

and

day of

gister of
transfers.

14. No transfer of registered stock shall be made to an infant or No transfer to person of unsound mind, or to a married woman.

15. The executors or administrators of a deceased holder of registered stock (not being one of several joint holders) shall be the only persons recognised by the company as having any title to such stock.

infant. Transmissions.

16. Any parent or guardian of an infant, or any committee of a lunatic Rights of holder of registered stock, or any person becoming entitled to registered parents, &c. stock in consequence of the death of any holder of such stock, or of the marriage of any female holder of registered stock, or in any other way than by transfer or survivorship, upon producing such evidence that he sustains the character in respect of which he proposes to act under this condition, or of his title, as the directors shall think sufficient, may be registered himself as the holder of such stock, or, subject to the preceding conditions as to transfers, may transfer the same to some other person.

17. The directors shall be at liberty to retain the interest payable upon any share of registered stock, in respect of which any person under condition 16 is entitled to be registered as the holder, or which any person under that condition is entitled to transfer, until such person shall become a registered holder of such share of stock, or shall duly transfer the

same.

When interest may be withheld.

18. Upon the application of the holder of a share of registered stock Certificates to the company will issue to him a certificate to bearer specifying the share bearers. of such stock held by him. Every holder of registered stock will be entitled at his discretion to several such certificates, each for a part of his registered stock. Every such certificate will be in the following

form :

Forms.

The Company, Limited.

100,0007, mortgage debenture stock, 1877.

No.

-1.

This is to certify that the bearer of this certificate is the holder of 1. s. of the above-mentioned stock of The Company, Limited.

The redemption of the said stock, and the payment of the interest thereon, is secured by an indenture, dated, &c., and made, &c., whereby and other property of the company was vested in trustees for the benefit of the holders of the said stock.

Indorsed hereon is a copy of the conditions of the issue of the said stock. day

Given under the common seal of the said company, this

of

Seal.

Countersigned,

Directors.

, Secretary.

Request to issue.

Form of.

Fee.

New certifi cates.

Re-entry on register.

There shall be indorsed on every such certificate a printed copy of these conditions.

19. A certificate in such last-mentioned form is, in these conditions, called a "certificate to bearer."

20. A certificate to bearer will not be issued, except upon a request in writing, signed by the person for the time being entered in the register, hereinafter mentioned, as the holder of the stock in respect of which the certificate to bearer is to be issued.

21. The request must be in such form, and authenticated in such manner as the directors shall from time to time require, and must be lodged at the office of the company; and the certificates then outstanding in respect of the stock intended to be included in the certificate to bearer must, at the same time, be delivered up to the said directors to be cancelled. There shall be paid to the company, for every certificate to bearer, the sum of 18.

22. If the bearer, for the time being, of a certificate to bearer, shall surrender the same, together with the coupons for future interest belonging thereto, to the directors to be cancelled, the directors will issue to him a new certificate to bearer for the stock specified in the certificate so delivered up, or any part thereof.

23. If the bearer of a certificate to bearer shall surrender the same, together with the coupons for future interest belonging thereto, to the directors, to be cancelled; and shall therewith lodge at the office of the company a declaration in writing, signed by him, and in such form as the directors shall from time to time direct, requesting that his name may be entered in the register, hereinafter mentioned, as the holder of the stock specified in the same certificate, or any part thereof; and stating in such declaration his name, and condition or occupation, and address, the director will enter his name in the said register in respect of the stock specified in the said certificate, or any part thereof as aforesaid.

24. The company will recognise the bearer of a certificate to bearer as the absolute owner of the share of the stock therein specified, and shall

Forms.

Bearer of

not be bound to take notice or see to the execution of any trust, certificate whether express, implied, or constructive, to which such share of stock absolute may be subject; and the receipt of such person for any monies payable owner. upon the redemption of the same share of stock shall be a good discharge to the company, notwithstanding any notice it may have, whether express or otherwise, of the right, title, interest, or claim of any other person to or in such share of stock or monies.

25. With every certificate to bearer there will be issued coupons pro- Coupons. viding for the interest thereafter to accrue due in respect of the share of

the stock therein specified up to the time fixed for the redemption of the

same.

Every such coupon will be in the form following, and will be signed Form of. on behalf of the company by the secretary thereof, or by some other person appointed by the directors :

be paid by

the above-named company, at its registered office, the sum of 7. 8., being six months' interest on the share of stock comprised in the abovementioned certificate.

26. There will be a printed indorsement on every such coupon, to the Indorsement following effect :

"The company will recognise the bearer of this coupon as the absolute owner of the interest monies therein specified, and shall not be bound to take notice or see to the execution of any trust, whether express, implied, or constructive, to which such monies may be subject; and the receipt of such person for the same monies shall be a good discharge to the company, notwithstanding any notice it may have, whether express or otherwise, of the right, title, interest, or claim of any other person to or in such monies."

on.

27. The interest upon the registered stock will be paid, at the registered Interest how office of the company, to the holders thereof, upon, or at any time after, to be paid. the day appointed by these conditions for the payment thereof. The interest upon the stock represented by certificates to bearer, will be paid in accordance with the terms of the coupons issued with such certificates.

28. If several persons are entered in the register as joint holders of any share of registered stock, the receipt of any of such persons for the interest from time to time payable in respect of such share shall be as effectual a discharge to the company as if the person signing the same receipt were the sole registered holder of such share of stock.

29. If any certificate or coupon issued pursuant to these conditions be worn out or defaced, then, upon production thereof to the directors, they will cancel the same, and will issue a new certificate in lieu thereof;

Receipt of one

of joint
holders.

Forms.

Register.

How to be altered on issue of certificate to bearer.

Inspection.

No notice of trusts.

Interpretation.

and if any such certificate or coupon be lost or destroyed, then, upon proof thereof to the satisfaction of the directors, or in default of proof, on such indemnity as the directors deem adequate being given, a new certificate in lieu thereof will be given to the person entitled to such lost or destroyed instrument. An entry as to the issue of the new certificate or coupon and indemnity (if any), will be made in the register hereinafter mentioned.

30. A register of the stock will be kept by the company in one or more books, and there shall be entered in such register :

(1.) The names and addresses and descriptions of the holders for the time being of the stock.

(2.) The amount of stock held by every such person.

(3.) The date at which the name of every such person was entered in respect of the stock standing in his name and every part thereof.

31. On the issue of a certificate to bearer the company shall strike out of the said register the name of the person then entered as the holder of the stock specified in such certificate, and shall enter the following particulars :

(1.) The fact of the issue of the certificate to bearer.

(2.) A statement of the amount of the stock included in such certificate.

(3.) The date of the issue of the certificate to bearer.

32. The trustees or trustee and any holder of a share in registered stock, or bearer of a certificate to bearer, will, upon payment of such fee (not exceeding 18.) as the director shall from time to time fix, be entitled at all reasonable times to inspect the said register.

33. No notice of any trust, express, implied, or constructive, shall be entered on the register in respect of any share in the debenture stock. 34. In these conditions, unless there be something in the subject or context inconsistent therewith

"The company means The

Company, Limited.

"The directors," means the directors for the time being of the company.

"The stock" means the said mortgage debenture stock, created as above mentioned.

"Registered stock," means so much of the stock as shall not for the time being be represented by certificates to bearer.

Words importing the singular number only, include the plural.
Words importing the plural number only, include the singular.
Words importing persons, include corporations.

NOTE. If thought more convenient, mortgage debenture stock can be secured by a deed of covenant between the company and trustees, whereby the company will covenant that the stock shall be a first charge upon all its property, present and future; a proviso will be added enabling the company to deal with its property until default in payment of interest, or a winding-up order, &c. See supra, p. 435. The holders of stock so secured would be in much the same position as the holders of mortgage debentures, similar to those given, supra, pp. 435, 437. See supra, p. 465.

RECONSTRUCTION.

INTRODUCTORY NOTES.

THERE are two modes of reconstructing a company formed Two modes of or registered under the Companies Act, 1862

1. By special Act of Parliament.

2. By means of a winding up and a proceeding under Section 161 of the Act.

reconstruction.

Special Act.

Section 161.

Act.

The latter mode is frequently used: the former occasionally. Where an existing company, formed under the Act of 1862, As to special finds it necessary to apply to the Legislature for Parliamentary powers, it is not uncommonly deemed expedient to take the opportunity of procuring its reconstruction, to the intent that it may thenceforth be governed by the Companies Clauses Consolidation Act, 1845, and the Acts amending the same, instead of the Companies Acts, 1862 and 1867.

Among other results of such a reconstruction, the company gets rid of the word "Limited," as part of its name, and it is no longer bound to make the returns required by the Companies Act, 1862. But it must be remembered that by virtue of the reconstruction, Parliament obtains control over the capital of the company, which thenceforth can only borrow or issue new shares within the limits prescribed by the Act, and in order to extend the limits must obtain a further special Act.

The companies which seek for reconstruction by Act of Parliament are for the most part gas and water companies, or companies engaged in works of a similar quasi-public character.

There are, moreover, some companies which are formed under the Act of 1862 for the express purpose of being reconstructed by special Act. See further, supra, p. 110, note to Clause 5.

With regard to reconstruction by means of a winding up and a proceeding under Section 161 of the Act of 1862. Section 161 is as follows :

Reconstrucsection 161.

tion under