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You are a legal advisor to TechVest Holdings (Pty) Ltd (TechVest), a technology investment company incorporated under the laws of the Republic of Namibia. The
You are a legal advisor to TechVest Holdings (Pty) Ltd ("TechVest"), a technology investment company incorporated under the laws of the Republic of Namibia. The company specializes in funding and nurturing innovative tech startups. Recently, TechVest has encountered several challenges related to its shares and shareholders. Analyze the following scenario and provide legal advice on the various issues raised: Scenario: TechVest was founded by five entrepreneurs, each holding an equal number of shares at the time of incorporation. The company's Articles of Association state that the initial share capital consists of 2,000,000 ordinary shares with a par value of NAD 15.00 each. The company has been successful in attracting investments, and it currently has 35 shareholders. 1. Transfer Restrictions: One of the founding shareholders, Anna, wishes to transfer a portion of her shares to her daughter, Elsa. The Articles of Association include a provision that requires any share transfer to be approved by the board of directors. However, the board is hesitant about approving the transfer to Elsa, as they believe she lacks the necessary experience in the tech industry. 2. Pre-emption Rights: Another founding shareholder, Ben, wants to sell 200,000 of his shares to his friend, Carl. The company's Articles of Association include a pre-emption clause that grants existing shareholders a right of first refusal in case of a proposed share transfer. Carl has agreed to the purchase price, but the board is unsure whether to enforce the pre-emption rights or allow the transfer to proceed without offering the shares to other shareholders. 3. Unpaid Shares: A group of shareholders who invested during the initial fundraising round has failed to pay the full amount for their allotted shares. The company urgently needs additional funds for an upcoming expansion project. The board is considering whether they can force the shareholders to pay the remaining amount for their shares or forfeit the shares and allocate them to new investors. 4. Shareholder Disputes: The company has recently experienced a significant shift in its business strategy, which has led to differences of opinion among shareholders regarding the direction the company should take. A group of shareholders is demanding a special shareholders' meeting to discuss and vote on the proposed changes. The board is concerned about potential disruptions to the company's operations and wants to know if they can legally postpone or deny the request for a special meeting. For each of the four scenarios outlined above, provide a detailed analysis of the relevant provisions of Namibian company law and case law and their implications for TechVest. In your analysis, address the legal rights and obligations of the company, shareholders, and directors. Additionally, discuss potential courses of action that TechVest could take to address each situation in compliance with Namibian company law
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