Each of the Shareholders represents to the other that it has taken all necessary other actions to enable

him _______ to accept and _____ the _____ required under the terms of this Agreement and that
performance of the ________ of this Agreement will not result in a _____ of or constitute a _______
under any agreement or other contractual restriction ______ upon him.
The Shareholders _______ with each other that they shall not without the prior written ______ of the
other parties while a shareholder in the Company become involved in any business other than that of
the Company and that they shall during such period use all reasonable endeavors to ______ the
interests of the Company and _____ to its business such of their respective time and attention and
_____ as are reasonably required for the _____ and profitable ______ of the business of the Company.
ords to use! binding" breach" conduct" consent" default" devote" efficient" obligations" perform"
promote" provisions" resources" undertake" validly.
a# $f authori%ed by its articles" a company may transfer profits to a fund called its &capital redemption
reserve& and use it to issue these shares to the members in proportion to their e'isting holdings.
b# That part of the share capital that the company has decided will only be called up if the company is
being wound up and for the purposes of it being wound up.
c# The amount of share capital stated in the articles of association.
d# That part of the issued capital on which the company has not requested payment.
e# The process by which people become members of a company.
f# The amount of share capital the company will have.
g# The issued capital which has been fully or partly paid(up by the shareholders.
h# The e'cess paid above a share&s nominal value.
$# A company&s authori%ed share capital is divided into shares of a symbolic value. The real value of the
shares may change over time" reflecting what the company is worth" but their symbolic value remains
the same.
)# The value of the shares issued to shareholders" i.e. the nominal value of the shares rather than their
actual worth.
*. share capital +. authori%ed capital ,. issued capital -. allotment of shares .. nominal value /. bonus
shares 0. paid(up capital 1. uncalled capital 2. reserve capital *3. share premium
disqualification of directors 4 A director found to have conducted the affairs of an insolvent
company in an &unfit& manner may be disqualified from holding any management position in
a company for between + and *. years.
5etition 4 A written application to the court for relief or remedy.
6ankrupt 4 Someone against whom a bankruptcy order has been made.
inding(up 4 The procedure whereby the assets of a company 7or partnership# are gathered
in and reali%ed" the liabilities met and the surplus" if any" distributed to members.
8oing concern 4 The basis on which insolvency practitioners prefer to sell a business.
Effectively it means the business continues" )obs are saved" and a higher price is obtained.
Composition 4 An agreement between a debtor and his creditors whereby the creditors
agree with the debtor between themselves to accepts from the debtor payment of less than
the amounts due to them in full satisfaction of their claim.
9iquidator 4 The person appointed to deal with the assets and liabilities of the company or
partnership once the resolution to wind up has been passed or a compulsory winding(up
order has been made.
:ndischarged bankrupt 4 someone against whom a bankruptcy order has been made and
who has not been discharged from bankruptcy
compulsory liquidation 4 The placing of a company into liquidation as a result of an
application to the court" usually by a creditor.
Administration order 4 A court order placing a company that is" or is likely to become"
insolvent under the control of an administrator.
;raudulent trading 4 here a company has carried on business with intent to defraud
creditors" or for any fraudulent purpose.
$nsolvent 4 The state of not being able to pay one&s debts as they fall due or having an
e'cess of liabilities over assets.
<fficial receiver 4 The civil servant employed to head the regional offices whose
responsibilities cover bankruptcies and compulsory liquidations.
Secured creditor 4 The first to be paid from the secured assets.