A pledge may also be established on a share without acknowledgement by or service on the company.
In such cases, article 3:239 Dutch Civil Code shall be equally applicable, whereby the notification by a shareholder as referred to in paragraph 3 of that article, shall be replaced by acknowledgement by or service on the company.
Restriction on the transfer of preferred shares
Each transfer of preferred shares requires the approval of the Board of Directors.
The transfer must be effected within three months after the referred approval has been granted.
The approval of the Board of Directors shall be applied for by means of a letter directed to the company, setting out the number of preferred shares for which a decision is sought and the name of the person to whom the applicant wishes to make the transfer.
Approval of the Board of Directors shall be deemed to have been granted, if no decision on the application for approval has been made within one month.
Approval of the Board of Directors shall also be deemed to have been granted, if the Board of Directors fails to inform the applicant of one or more interested parties which are willing and able to purchase all shares to which the application pertains at the same time as denying the requested approval.
The price to be paid for the shares with respect to which a request has been made shall be determined by mutual agreement of the applicant and the Board of Directors.
If they fail to reach agreement, the price shall be established by the registered accountant or a firm of registered accountants as referred to in article 21 paragraph 3.
The applicant is authorized to withdraw within one month after being definitively informed of the price.
The company may only be designated as an interested party with the applicant's approval.
If, within one month after being informed of the definite price, the applicant has not withdrawn the request to transfer, the preferred shares, to which the application pertained, must be transferred to the interested party (parties) against payment within one month after the aforementioned period elapses.
If the seller remains in default as to transferring the preferred shares within this period, the company shall be irrevocably authorized to proceed to deliver the preferred shares, subject to the obligation of paying the purchase price to the seller.
If a legal person, which holds preferred shares, is dissolved, if a holder of preferred shares is declared bankrupt or has been granted suspension of payments and in the event of a transfer of preferred shares under universal title, the holder of preferred shares, or its successors in title is/