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the prescribed Amount, if any; and every Shareholder shall be liable to pay the Amount of the Calls so made, in respect of the Shares held by him, to the Persons and at the Times and Places from Time to Time appointed by the Company.

Payment of
Culls.

XXIII. If, before or on the Day appointed for Payment, any Interest to be Shareholder do not pay the Amount of any Call to which he is paid on Calls liable, then such Shareholder shall be liable to pay Interest for the unpaid. same at the Rate allowed by Law from the Day appointed for the Payment thereof to the Time of the actual Payment.

XXIV. It shall be lawful for the Company, if they think fit, to receive from any of the Shareholders willing to advance the same all or any Part of the Monies due upon their respective Shares beyond the Sums actually called for; and upon the Principal Monies so paid in advance, or so much thereof as from Time to Time shall exceed the Amount of the Calls then made upon the Shares in respect of which such Advance shall be made, the Company may pay Interest at such Rate, not exceeding the legal Rate of Interest for the Time being, as the Shareholder paying such Sum in advance and the Company shall agree upon.

Power to allow

Interest on
Payment of
Subscriptions
before Call.

XXV. If at the Time appointed by the Company for the Pay- Enforcement of ment of any Call any Shareholder fail to pay the Amount of such Calls by Action. Call, it shall be lawful for the Company to sue such Shareholder for the Amount thereof, in any Court of Law or Equity having competent Jurisdiction, and to recover the same, with lawful Interest, from the Day on which such Call was payable.

XXVI. In any Action or Suit to be brought by the Company Declaration in against any Shareholder to recover any Money due for any Call Action for Calls. it shall not be necessary to set forth the Special Matter, but it shall be sufficient for the Company to declare that the Defendant is the Holder of One Share or more in the Company (stating the Number of Shares), and is indebted to the Company in the Sum of Money to which the Calls in arrear shall amount in respect of One Call or more upon One Share or more (stating the Number and Amount of each of such Calls), whereby an Action hath accrued to the Company by virtue of this and the special Act.

XXVII. On the Trial or Hearing of such Action or Suit it Matter to be shall be sufficient to prove that the Defendant at the Time of proved in making such Call was a Holder of One Share or more in the Action for Calls. Undertaking, and that such Call was in fact made, and such Notice thereof given as is directed by this or the special Act; and it shall not be necessary to prove the Appointment of the Directors who made such Call, nor any other Matter whatsoever; and thereupon the Company shall be entitled to recover what shall be due upon such Call, with Interest thereon, unless it shall appear either that any such Call exceeds the prescribed Amount, or that due Notice of such Call was not given, or that the prescribed Interval between Two successive Calls had not elapsed, or that Calls amounting to more than the Sum prescribed for the total Amount of Calls in One Year had been made within that Period.

XXVIII. The Production of the Register of Shareholders shall Proof of Probe primâ facie Evidence of such Defendant being a Shareholder, prietorship. and of the Number and Amount of his Shares.

And

Nonpayment of
Calls.

Forfeiture of

payment.

Notice of Forfeiture to be given before Declaration thereof.

And with respect to the Forfeiture of Shares for Nonpayment of Calls, be it enacted as follows:

XXIX. If any Shareholder fail to pay any Call payable by him, Shares for Non- together with the Interest, if any, that shall have accrued thereon, the Directors, at any Time after the Expiration of Two Months from the Day appointed for Payment of such Call, may declare the Share in respect of which such Call was payable forfeited, and that whether the Company have sued for the Amount of such Call or not. XXX. Before declaring any Share forfeited the Directors shall cause Notice of such Intention to be left at or transmitted by the Post to the usual or last Place of Abode of the Person appearing by the Register of Shareholders to be the Proprietor of such Share; and if the Holder of any such Share be abroad, or if his usual or last Place of Abode be not known to the Directors, by reason of its being imperfectly described in the Shareholders Address Book, or otherwise, or if the Interest in any such Share shall be known by the Directors to have become transmitted otherwise than by Transfer, as herein-before mentioned, but a Declaration of such Transmission shall not have been registered as aforesaid, and so the Address of the Parties to whom the same may have been transmitted, or may for the Time being belong, shall not be known to the Directors, the Directors shall give public Notice of such Intention in the London or Dublin Gazette, according as the Company's principal Place of Business shall be situate in England or Ireland, and also in some Newspaper, as after mentioned; and the several Notices aforesaid shall be given Twenty-one Days at least before the Directors shall make such Declaration of Forfeiture.

Forfeiture to be confirmed by a General Meeting.

Sale of forfeited Shares.

Evidence as to
Forfeiture of
Shares,

XXXI. The said Declaration of Forfeiture shall not take effect so as to authorize the Sale or other Disposition of any Share until such Declaration have been confirmed at some General Meeting of the Company to be held after the Expiration of Two Months at the least from the Day on which such Notice of Intention to make such Declaration of Forfeiture shall have been given; and it shall be lawful for the Company to confirm such Forfeiture at any such Meeting, and by an Order at such Meeting, or at any subsequent General Meeting, to direct the Share so forfeited to be sold or otherwise disposed of.

XXXII. After such Confirmation as aforesaid it shall be lawful for the Directors to sell the forfeited Share, either by public Auction or private Contract, and if there be more than One such forfeited Share, then either separately or together, as to them shall seem fit; and any Shareholder may purchase any forfeited Share so sold.

XXXIII. A Declaration in Writing, by some credible Person not interested in the Matter, made before any Justice, or before any Master or Master Extraordinary of the High Court of Chancery, that the Call in respect of a Share was made, and Notice thereof given, and that Default in Payment of the Call was made, and that the Forfeiture of the Share was declared and confirmed in manner herein-before required, shall be sufficient Evidence of the Facts therein stated; and such Declaration, and the Receipt of the Treasurer of the Company for the Price of such Share, shall constitute a good Title to such Share; and a Certificate of Proprietorship shall be delivered to such Purchaser, and thereupon he shall

Calls.

be deemed the Holder of such Share, discharged from all Calls due Nonpayment of prior to such Purchase; and he shall not be bound to see to the Application of the Purchase Money, nor shall his Title to such Share be affected by any Irregularity in the Proceedings in reference to such Sale.

Payment of

XXXIV. The Company shall not sell or transfer more of the No more Shares Shares of any such Defaulter than will be sufficient, as nearly as to be sold than can be ascertained at the Time of such Sale, to pay the Arrears sufficient for then due from such Defaulter on account of any Calls, together Calls. with Interest, and the Expences attending such Sale and Declaration of Forfeiture; and if the Money produced by the Sale of any such forfeited Shares be more than sufficient to pay all Arrears of Calls and Interest thereon due at the Time of such Sale, and the Expences attending the Declaration of Forfeiture and Sale thereof, the Surplus shall, on demand, be paid to the Defaulter. XXXV. If Payment of such Arrears of Calls and Interest and Expences be made before any Share so forfeited and vested in the Company shall have been sold, such Share shall revert to the Party to whom the same belonged before such Forfeiture, in such Manner as if such Calls had been duly paid.

On Payment of
Calls before
Sale forfeited
Shares to revert.

And with respect to the Remedies of Creditors of the Company Remedies against against the Shareholders, be it enacted as follows:

Shareholders.

Shares in Capi

XXXVI. If any Execution, either at Law or in Equity, shall Execution have been issued against the Property or Effects of the Company, against Shareand if there cannot be found sufficient whereon to levy such holders to the Execution, then such Execution may be issued against any of the Extent of their Shareholders to the Extent of their Shares respectively in the tal not paid up. Capital of the Company not then paid up: Provided always, that tal not paid up. no such Execution shall issue against any Shareholder except upon an Order of the Court in which the Action, Suit, or other Proceeding shall have been brought or instituted, made upon Motion in open Court, after sufficient Notice in Writing to the Persons sought to be charged; and upon such Motion such Court may order Execution to issue accordingly; and for the Purpose of ascertaining the Names of the Shareholders, and the Amount of Capital remaining to be paid upon their respective Shares, it shall be lawful for any Person entitled to any such Execution, at all reasonable Times, to inspect the Register of Shareholders without Fee.

XXXVII. If by means of any such Execution any Shareholder Reimburseshall have paid any Sum of Money beyond the Amount then due ment of such from him in respect of Calls, he shall forthwith be reimbursed such Shareholders. additional Sum by the Directors out of the Funds of the Company.

And with respect to the borrowing of Money by the Company Power to borrow on Mortgage or Bond, be it enacted as follows:

Money.

XXXVIII. If the Company be authorized by the special Act to Power to borborrow Money on Mortgage or Bond, it shall be lawful for them, row Money. subject to the Restrictions contained in the special Act, to borrow on Mortgage or Bond such Sums of Money as shall from Time to Time, by an Order of a General Meeting of the Company, be authorized to be borrowed, not exceeding in the whole the Sum prescribed by the special Act, and for securing the Repayment of the Money so borrowed, with Interest, to mortgage the Undertaking,

and

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and the future Calls on the Shareholders, or to give Bonds in manner herein-after mentioned.

XXXIX. If, after having borrowed any Part of the Money so authorized to be borrowed on Mortgage or Bond, the Company pay off the same, it shall be lawful for them again to borrow the Amount so paid off, and so from Time to Time; but such Power of reborrowing shall not be exercised without the Authority of a General Meeting of the Company, unless the Money be so reborrowed in order to pay off any existing Mortgage or Bond.

XL. Where by the special Act the Company shall be restricted from borrowing any Money on Mortgage or Bond until a definite Portion of their Capital shall be subscribed or paid up, or where by this or the special Act the Authority of a General Meeting is required for such borrowing, the Certificate of a Justice that such definite Portion of the Capital has been subscribed or paid up, and a Copy of the Order of a General Meeting of the Company authorizing the borrowing of any Money, certified by One of the Directors or by the Secretary to be a true Copy, shall be sufficient Evidence of the Fact of the Capital required to be subscribed or paid up having been so subscribed or paid up, and of the Order for borrowing Money having been made; and upon Production to any Justice of the Books of the Company, and of such other Evidence as he shall think sufficient, such Justice shall graft the Certificate aforesaid.

XLI. Every Mortgage and Bond for securing Money borrowed by the Company shall be by Deed under the Common Seal of the Company, duly stamped, and wherein the Consideration shall be truly stated; and every such Mortgage Deed or Bond may be according to the Form in the Schedule (C.) or (D.) to this Act annexed, or to the like Effect.

XLII. The respective Mortgagees shall be entitled one with another to their respective Proportions of the Tolls, Sums, and Premises comprised in such Mortgages, and of the future Calls payable by the Shareholders, if comprised therein, according to the respective Sums in such Mortgages mentioned to be advanced by such Mortgagees respectively, and to be repaid the Sums so advanced, with Interest, without any Preference one above another by reason of Priority of the Date of any such Mortgage, or of the Meeting at which the same was authorized.

XLIII. No such Mortgage (although it should comprise future Calls on the Shareholders) shall, unless expressly so provided, preclude the Company from receiving and applying to the Purposes of the Company any Calls to be made by the Company.

XLIV. The respective Obligees in such Bonds shall, proportionally according to the Amount of the Monies secured thereby, be entitled to be paid, out of the Tolls or other Property or Effects of the Company, the respective Sums in such Bonds mentioned, and thereby intended to be secured, without any Preference one above another by reason of Priority of Date of any such Bond, or of the Meeting at which the same was authorized, or otherwise howsoever.

XLV. A Register of Mortgages and Bonds shall be kept by the Secretary, and within Fourteen Days after the Date of any such Mortgage or Bond an Entry or Memorial specifying the Number

and

Γ

Money.

И.

and Date of such Mortgage or Bond, and the Sums secured thereby, Power to borrow and the Names of the Parties thereto, with their proper Additions, shall be made in such Register; and such Register may be perused at all reasonable Times by any of the Shareholders, or by any Mortgagee or Bond Creditor of the Company, or by any Person interested in any such Mortgage or Bond, without Fee or Reward. XLVI. Any Party entitled to any such Mortgage or Bond may Transfers of from Time to Time transfer his Right and Interest therein to any Mortgages and other Person; and every such Transfer shall be by Deed duly Bonds to be stamped, wherein the Consideration shall be truly stated; and every such Transfer may be according to the Form in the Schedule (E.) to this Act annexed, or to the like Effect.

stamped.

XLVII. Within Thirty Days after the Date of every such Transfers of Transfer, if executed within the United Kingdom, or otherwise Mortgages and within Thirty Days after the Arrival thereof in the United King- Bonds to be dom, it shall be produced to the Secretary, and thereupon the registered. Secretary shall cause an Entry or Memorial thereof to be made in the same Manner as in the Case of the original Mortgage; and after such Entry every such Transfer shall entitle the Transferee to the full Benefit of the original Mortgage or Bond in all respects; and no Party, having made such Transfer, shall have Power to make void, release, or discharge the Mortgage or Bond so transferred, or any Money thereby secured; and for such Entry the Company may demand a Sum not exceeding the prescribed Sum, or, where no Sum shall be prescribed, the Sum of Two Shillings and Sixpence; and until such Entry the Company shall not be in any Manner responsible to the Transferee in respect of such Mortgage.

nies borrowed.

XLVIII. The Interest of the Money borrowed upon any such Payment of Mortgage or Bond shall be paid at the Periods appointed in such Interest on MoMortgage or Bond, and if no Period be appointed, half-yearly, to the several Parties entitled thereto, and in preference to any Dividends payable to the Shareholders of the Company. XLIX. The Interest on any such Mortgage or Bond shall not be transferable, except by Deed duly stamped.

L. The Company may, if they think proper, fix a Period for the Repayment of the Principal Money so borrowed, with the Interest thereof, and in such Case the Company shall cause such Period to be inserted in the Mortgage Deed or Bond; and upon the Expiration of such Period the Principal Sum, together with the Arrears of Interest thereon, shall, on demand, be paid to the Party entitled to such Mortgage or Bond; and if no other Place of Payment be inserted in such Mortgage Deed or Bond, such Principal and Interest shall be payable at the principal Office or Place of Business of the Company.

Transfers of

Interest to be stamped. Repayment of Money borrowed at a Time fixed,

Time fixed.

LL. If no Time be fixed in the Mortgage Deed or Bond for the Repayment of Repayment of the Money so borrowed, the Party entitled to the Money borMortgage or Bond may, at the Expiration or at any Time after rowed where no the Expiration of Twelve Months from the Date of such Mortgage or Bond, demand Payment of the Principal Money thereby secured, with all Arrears of Interest, upon giving Six Months previous Notice for that Purpose; and in the like Case the Company may at any Time pay off the Money borrowed, on giving the like Notice; and every such Notice shall be in Writing or Print, or both, and 8 & 9 VICT.

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if

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