CAP. 379]
Overseas Trust Bank (Acquisition)
Determination of rights to require
the issue of
shares, to nominate
directors or to exercise control.
Safeguarding assets and
avoidance of certain transactions.
[1985 Ed.
employed by the company or any of its subsidiaries in the carrying on of its business, the company and its subsidiaries may continue, notwithstanding any agreement to the contrary, to use, enjoy or employ such property, facility or service upon the same terms and conditions, subject to section 6(3), as were applicable before commencement.
5. If, after commencement, a person other than the Financial Secretary Incorporated would, apart from this Ordinance, have- (Amended, L.N.180/85)
(a) a right to require the issue of, or to subscribe for or purchase, or otherwise acquire, any shares in the capital of the company or any subsidiary thereof;
(b) a right to appoint any person, or to be appointed as a director of the company or any subsidiary thereof;
(c) a right, whether express or implied, to exercise, whether wholly or in part, any power of control or direction of the company, its management or assets or undertaking, or any subsidiary,
that right shall cease.
6. (1) If the company or any subsidiary thereof has within the period of 12 months before commencement disposed of any of its assets and the disposal was not made in good faith in the ordinary course of the business of the company or its subsidiary, and there has been a loss to the company or any subsidiary thereof arising from such disposal, the amount of the loss may be recovered as a civil debt from such of the former directors, managers or officers of the company or subsidiary who were responsible for the disposal or who benefited from it.
(2) Any civil proceedings for the recovery of a civil debt under subsection (1) may be brought by the Financial Secretary in the name of, and on behalf of, the company.
(3) Where the company or any subsidiary thereof has, within the period of 12 months before commencement, entered into a transaction which, in the opinion of the Financial Secretary, was of such a nature as, and at the time it was entered into, could reasonably have been foreseen by the company or the subsidiary to be likely--
(a) to cause a loss to the company or the subsidiary; or
(b) to impose a liability on it substantially greater than any benefit to it,
and which, in the opinion of the Financial Secretary, either—
(i) was both an unusual transaction for the company or the subsidiary to enter into, having regard to the business of the company or the subsidiary, and not reasonably necessary for the purpose of that business having regard to the circumstances at that time; or
2
CAP. 379]
Overseas Trust Bank (Acquisition)
Determination of rights to require
the issue of
shares, to nominate
directors or to exercise control.
Safeguarding assets and
avoidance of certain transactions.
[1985 Ed.
employed by the company or any of its subsidiaries in the carrying on of its business, the company and its subsidiaries may continue, notwithstanding any agreement to the contrary, to use, enjoy or employ such property, facility or service upon the same terms and conditions, subject to section 6(3), as were applicable before commencement.
5. If, after commencement, a person other than the Financial Secretary Incorporated would, apart from this Ordinance, have- (Amended, L.N. 180/85)
(a) a right to require the issue of, or to subscribe for or purchase, or otherwise acquire, any shares in the capital of the company or any subsidiary thereof;
(b) a right to appoint any person, or to be appointed as a
director of the company or any subsidiary thereof;
(c) a right, whether express or implied, to exercise, whether wholly or in part, any power of control or direction of the company, its management or assets or undertaking, or any subsidiary,
that right shall cease.
6. (1) If the company or any subsidiary thereof has within the period of 12 months before commencement disposed of any of its assets and the disposal was not made in good faith in the ordinary course of the business of the company or its subsidiary, and there has been a loss to the company or any subsidiary thereof arising from such disposal, the amount of the loss may be recovered as a civil debt from such of the former directors, managers or officers of the company or subsidiary who were responsible for the disposal or who benefited from it.
(2) Any civil proceedings for the recovery of a civil debt under subsection (1) may be brought by the Financial Secretary in the name of, and on behalf of, the company.
(3) Where the company or any subsidiary thereof has, within the period of 12 months before commencement, entered into a transaction which, in the opinion of the Financial Secretary, was of such a nature as, and at the time it was entered into, could reasonably have been foreseen by the company or the subsidiary to be likely--
(a) to cause a loss to the company or the subsidiary; or
(b) to impose a liability on it substantially greater than any
benefit to it,
and which, in the opinion of the Financial Secretary, either—
(i) was both an unusual transaction for the company or the subsidiary to enter into, having regard to the business of the company or the subsidiary, and not reasonably necessary for the purpose of that business having regard to the circumstances at that time; or
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