390
THE HONGKONG GOVERNMENT GAZETTE, 8TH OCTOBER, 1864.
Debts of all descrip-
CLI. In the event of any Company being wound up under this Ordinance, all Debts tions to be proved. payable on a contingency, and all Claims against the Company, present or future, certain or contingent, ascertained or sounding only in Damages, shall be admissible to proof against the Company, a just Estimate being made, so far as is possible, of the value of all such Debts or Claims as may be subject to any contingency or sound only in Damages, or for some other reason do not bear a certain value.
General Scheme of
sanctioned.
CLII. The Liquidators may, with the sanction of the Court, where the Company Liquidation may be is being wound up by the Court or subject to the supervision of the Court, and with the sanction of an Extraordinary Resolution of the Company where the Company is being wound up altogether voluntarily, pay any classes of Creditors in full, or make such Compromise or other Arrangement as the Liquidators may deem expedient with Creditors or Persons claiming to be Creditors, or Persons having or alleging themselves to have any Claim, present or future, certain or contingent, ascertained or sounding only in Damages against the Company, or whereby the Company may be rendered liable
Power to compromise.
tors to accept Shares,
Company.
CLIII. The Liquidators may, with the sanction of the Court, where the Company is being wound up by the Court or subject to the supervision of the Court, and with the sanction of an Extraordinary Resolution of the Company where the Company is being wound up altogether voluntarily, compromise all Calls and Liabilities to Calls, Debts, and Liabilities capable of resulting in Debts, and all Claims, whether present or future, certain or contingent, ascertained or sounding only in Damages, subsisting or snpposed to subsist between the Company and any Contributory or alleged Contributory, or other Debtor or Person apprehending liability to the Company, and all Questions in any way relating to or affecting the Assets of the Company or the winding-up of the Company, upon the receipt of such Sums, payable at such Times, and generally upon such Terms as may be agreed upon, with Power for the Liquidators to take any security for the Discharge of such Debts or Liabilities, and to give complete Discharges in respect of all or any such Calls, Debts, or Liabilities.
Power of Liquida- CLIV. Where any Company is proposed to be or is in the course of being wound &c.. as a consideration up altogether voluntarily, and the whole or a portion of its Business or Property is for sale of Property of proposed to be transferred or sold to another Company, the Liquidators of the first- mentioned Company may, with the sanction of a Special Resolution of the Company by whom they were appointed, conferring either a general authority on the Liquidators, or an authority in respect of any particular Arrangement, receive in Compensation or part Compensation for such transfer or sale Shares, Policies, or other like Interests in such other Company, for the Purpose of Distribution amongst the Members of the Company being wound up, or may enter into any other Arrangement whereby the Members of the Company being wound up may, in lieu of receiving Cash, Shares, Policies or other like Interest, or in Addition thereto, participate in the Profits of or receive any other Benefit from the purchasing Company; and any Sale made or Arrangement entered into by the Liquidators in pursuance of this Section shall be binding on the Members of the Company being wound up; subject to this proviso that if any Member of the Company being wound up who has not voted in favour of the Special Resolution passed by the Company of which he is a Member at either of the Meetings held for passing the same expresses his dissent from any such Special Resolution in writing addressed to the Liquidators or one of them, and left at the registered Office of the Company not later than Seven Days after the Date of the Meeting at which such Special Resolution was passed, such dissentient Member may require the Liquidators to do one of the following Things as the Liquidators may prefer; that is to say, either to abstain from carrying such Resolution into effect, or to purchase the interest held by such dissentient Member at a Price to be determined in manner herein-after mentioned, such purchase Money to be paid before the Company is dissolved, and to be raised by the Liquidators in such manner as may be determined by Special Resolution: no Special Resolution shall be deemed invalid for the purposes of this Section by reason that it is passed antecedently to or concurrently with any Resolution for winding-up the Company, or for appointing Liquidators; but if an Order be made within a Year for winding-up the Company by or subject to the supervision of the Court. such Resolution shall not be of any validity unless it is sanctioned by the Court.
Mode of determining price.
CLV. The Price to be paid for the purchase of the Interest of any dissentient Member may be determined by Agreement, but if the Parties dispute about the same, such dispute shall be settled by Arbitration, and for the purposes of such Arbitration the Provisions of the Imperial Act "The Companies Clauses Consolidation Act, 1845," with respect to the settlement of disputes by Arbitration, shall be incorporated with this Ordinance; and in the construction of such Provisions the Ordinance shall be deemed
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