70
CAP. 32] Companies [1984 Ed.
to any such class of shares by the memorandum and provision for the variation of those rights is, at the time of the company's incorporation, contained in the articles, those rights shall be capable of variation in accordance with the articles as for the time being in force, even if no reference is made in the memorandum to their variation in that manner.
(3) Where, in the case of a company the share capital of which is divided into different classes of shares, special rights are attached to any such class of shares by the memorandum and the memorandum and articles do not contain provision with respect to the variation of the rights, those rights may be varied if all the members of the company agree to the variation.
(4) Where the articles of a company contain, or by virtue of this section are deemed to contain, a provision for the variation of the rights attached to any class of shares, those rights shall not be capable of variation otherwise than in accordance with that provision.
(5) Any provision deemed by virtue of this section to be contained in a company's articles shall be subject to alteration in like manner as a provision in fact contained therein; but any alteration of a provision for the variation of the rights attached to a class of shares which is, or by virtue of this section is deemed to be, contained in a company's articles or the insertion of any such provision into a company's articles shall itself be treated as a variation of those rights.
(6) Sections 114, 114A and 115A and the provisions of the articles relating to general meetings shall, so far as applicable, apply in relation to any meeting of shareholders required by virtue of this section or otherwise to take place in connexion with the variation of the rights attached to a class of shares, and shall so apply with the necessary modifications and subject to the following-
(a) the necessary quorum at any such meeting other than an adjourned meeting shall be 2 persons holding or representing by proxy at least one-third in nominal value of the issued shares of the class in question, and at an adjourned meeting 1 person holding shares of the class in question or his proxy;
(b) any holder of shares of the class in question present in person or by proxy may demand a poll.
(7) Section 64 shall apply where a company's articles are by virtue of subsection (1) deemed to contain a provision for the variation of the rights attached to a class of shares as it applies where the articles in fact contain such a provision.
(8) In this section and, except where the context otherwise requires, in any provision for the variation of the rights attached to a class of shares contained in a company's articles, references to the variation of those rights shall include references to their abrogation.
................
70
CAP. 32]
Companies
[1984 Ed.
to any such class of shares by the memorandum and provision for the variation of those rights is, at the time of the company's incorporation, contained in the articles, those rights shall be capable of variation in accordance with the articles as for the time being in force, even if no reference is made in the memorandum to their variation in that manner.
(3) Where, in the case of a company the share capital of which is divided into different classes of shares, special rights are attached to any such class of shares by the memorandum and the memoran- dum and articles do not contain provision with respect to the variation of the rights, those rights may be varied if all the members of the company agree to the variation.
(4) Where the articles of a company contain, or by virtue of this section are deemed to contain, a provision for the variation of the rights attached to any class of shares, those rights shall not be capable of variation otherwise than in accordance with that provision.
(5) Any provision deemed by virtue of this section to be contained in a company's articles shall be subject to alteration in like manner as a provision in fact contained therein; but any alteration of a provision for the variation of the rights attached to a class of shares which is, or by virtue of this section is deemed to be, contained in a company's articles or the insertion of any such provision into a company's articles shall itself be treated as a variation of those rights.
(6) Sections 114, 114A and 115A and the provisions of the articles relating to general meetings shall, so far as applicable, apply in relation to any meeting of shareholders required by virtue of this section or otherwise to take place in connexion with the variation of the rights attached to a class of shares, and shall so apply with the necessary modifications and subject to the following-
(a) the necessary quorum at any such meeting other than an adjourned meeting shall be 2 persons holding or represent- ing by proxy at least one-third in nominal value of the issued shares of the class in question, and at an adjourned meeting 1 person holding shares of the class in question or his proxy;
(b) any holder of shares of the class in question present in
person or by proxy may demand a poll.
(7) Section 64 shall apply where a company's articles are by virtue of subsection (1) deemed to contain a provision for the variation of the rights attached to a class of shares as it applies where the articles in fact contain such a provision.
(8) In this section and, except where the context otherwise requires, in any provision for the variation of the rights attached to a class of shares contained in a company's articles, references to the variation of those rights shall include references to their abrogation.
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