193704-1932-Supplementary-Bill-read-a-second-time--Companies — Page 89

My

1615

(3) The meeting shall be held in mauner provided by this Ordinance or by the articles, or in such manner as may, on application by any contributory or by the continuing liquidators, be determined by the court.

shares, &c.

company.

s. 234.

223.—(1) Where a company is proposed to be, or Power of is in course of being, wound up altogether voluntarily, liquidator and the whole or part of its business or property is to accept proposed to be transferred or sold to another com- as con- pany, whether a company within the meaning of this sideration Ordinance or not (in this section called "the trans- for sale of feree company') the liquidator of the first-mentioned property of company (in this section called "the transferor com- 19 & 20 Geo. pany") may, with the sanction of a special resolution 5, c. 23, of that company, conferring either a general authority on the liquidator or an authority in respect of any particular arrangement, receive in compensation or part compensation for the transfer or sale, shares, policies, or other like interests in the transferee company, for distribution among the members of the transferor company, or may enter into any other arrangement whereby the members of the transferor company may, in lieu of receiving cash, shares, policies, or other like interests, or in addition thereto, participate in the profits of or receive any other benefit from the transferee company.

(2) Any sale or arrangement in pursuance of this section shall be binding on the members of the transferor company.

(3). If any member of the transferor company who did not vote in favour of the special resolution expresses his dissent therefrom in writing addressed to the liquidator, and left at the registered office of the company within seven days after the passing of the resolution, he may require the liquidator either to abstain from carrying the resolution into effect, or to purchase his interest at a price to be deler- mined by agreement or by arbitration in manner provided by this section.

(4) If the liquidator elects to purchase the member's interest, the purchase money must be paid before the company is dissolved, and be raised by the liquidator in such manner as may be determined by special resolution.

(5) special resolution shall not be invalid for the purposes of this section by reason that it is passed before or concurrently with a resolution for voluntary winding up or for appointing liquidators, but, if an order is made within a year for winding

up the company by or subject to the supervision of the court, the special resolution shall not be valid unless sanctioned by the court.

(6) For the purposes of an arbitration under this section, the provisions of the Companies Clauses 8 & 9 Vict. Consolidation Act, 1845, with respect to the settle- c. 16. ment of disputes by arbitration, shall be incorporated with this Ordinance, and in the construction of those provisions this Ordinance shall be deemed to be the special Act, and "the company" shall mean the transferor company, and any appointment by the said incorporated provisions directed to be made under the hand of the secretary, or any two of the directors, may be made under the band of the liquidator, or, if there is more than one liquidator, then of any two or more of the liquidators, and all powers given by the said Act to the Board of Trade shall be exercised by the Governor.

N