The word 'holds' in a shareholders' deed provision dealing with appointment of directors and voting rights denotes legal ownership according to the register of members, not ownership in a particular trustee capacity. Nominee director appointment rights under shareholders' deeds are not inherently personal to the original shareholders and may pass to permitted assigns. Where a share sale agreement requires parties to comply with a shareholders' deed as if they were parties, an implied term arises that the purchaser will reciprocally perform its obligations under the deed in favour of the new shareholders pending execution of formal documents.
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