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Page 261

CHAPTER 25
RECONSTRUCTION AND AMALGAMATION

of the company, the appointment of a liquidator, and giving authority to the liquidator to enter into an agreement with the transferee company on the terms of a draft submitted to the meeting. The agreement usually provides that the transferee company shall purchase the assets of the transferor company, except a sum retained by the liquidator to discharge its liabilities, that the consideration shall be the allotment by the transferee company to the liquidator or his nominees of shares, fully or partly paid up, in the transferee company, that the liquidator shall give notice to the shareholders of the transferor company of the number of shares to which they are entitled, the amount payable on application, and the time within which they must apply, and that failure to apply for shares within that time shall preclude their rights to any shares.

Postlethwaite v. Port Philip, etc., Gold Mining Co. (1889), 43 Ch. D. 452. A reconstruction scheme provided that shareholders in the old company should apply for shares in the new company within ten days after notice, and that the liquidator should dispose of all shares not applied for. On June 12 the liquidator sent out notices requiring application for shares in the new company to be made before June 25. P., a shareholder in the old company, applied on August 24. Held, P. was not entitled to an allotment of shares in the new company, or to any other relief.

Instead of authorising the liquidator to dispose of all shares not applied for by the shareholders of the old company, an underwriting agreement may be made in respect of such shares. (3) If the agreement and the scheme are silent as to the disposal of the proceeds of sale of the shares not applied for, the proceeds must be distributed among those shareholders who have not applied for shares in the new company. (4)
Shares may be given direct to the shareholders of the old company instead of being applied for in the manner explained above.

Provisions for Dissentient Shareholders.-A sale or arrangement under s. 287 is binding on all members of the transferor company, whether they agree to it or not, but a member who has (1) not voted for the scheme, and (2) expressed his dissent from it in writing addressed to the liquidator and left at the registered office within seven days of the passing of the resolution, may require the liquidator either to abstain from carrying the resolution into effect or to purchase his interest at a price to be determined by agreement or arbitration.

3 Barrow v. Paringa Mines, [1909] 2 Ch. 658.
4 Re Lake View Extended Gold Mine Co., [1900] W. N. 44.

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where is HTML where is HEAD where is TITLE of what is company, what is appointment of a liquidator, and giving authority to what is liquidator to enter into an agreement with what is transferee company on what is terms of a draft submitted to what is meeting. what is agreement usually provides that what is transferee company shall purchase what is assets of what is transferor company, except a sum retained by what is liquidator to discharge its liabilities, that what is consideration shall be what is allotment by what is transferee company to what is liquidator or his nominees of shares, fully or partly paid up, in what is transferee company, that what is liquidator shall give notice to what is shareholders of what is transferor company of what is number of shares to which they are entitled, what is amount payable on application, and what is time within which they must apply, and that failure to apply for shares within that time shall preclude their rights to any shares. Postlethwaite v. Port Philip, etc., Gold Mining Co. (1889), 43 Ch. D. 452. A reconstruction scheme provided that shareholders in what is old company should apply for shares in what is new company within ten days after notice, and that what is liquidator should dispose of all shares not applied for. On June 12 what is liquidator sent out notices requiring application for shares in what is new company to be made before June 25. P., a shareholder in what is old company, applied on August 24. Held, P. was not entitled to an allotment of shares in what is new company, or to any other relief. Instead of authorising what is liquidator to dispose of all shares not applied for by what is shareholders of what is old company, an underwriting agreement may be made in respect of such shares. (3) If what is agreement and what is scheme are silent as to what is disposal of what is proceeds of sale of what is shares not applied for, what is proceeds must be distributed among those shareholders who have not applied for shares in what is new company. (4) Shares may be given direct to what is shareholders of what is old company instead of being applied for in what is manner explained above. Provisions for Dissentient Shareholders.-A sale or arrangement under s. 287 is binding on all members of what is transferor company, whether they agree to it or not, but a member who has (1) not voted for what is scheme, and (2) expressed his dissent from it in writing addressed to what is liquidator and left at what is registered office within seven days of what is passing of what is resolution, may require what is liquidator either to abstain from carrying what is resolution into effect or to purchase his interest at a price to be determined by agreement or arbitration. 3 Barrow v. Paringa Mines, [1909] 2 Ch. 658. 4 Re Lake View Extended Gold Mine Co., [1900] W. N. 44. where is meta name="keywords" content="old books, Free book , free book offer , free audio books , free coloring book pages , free book reports , free audio book , audio books free download , book free , free guest book , books free , free book summaries , download free audio books , free childrens books." where is where are they now rel="stylesheet" type="text/css" href="../../style.css" where is meta http-equiv="Content-Type" content="text/html; charset=iso-8859-1" where is BODY bgColor=#ffffff text="#000000" where are they now ="#000000" v where are they now ="#FF0000" where is div align="center" where is strong where is strong where is a href="http://www.aaoldbooks.com" Books > where is a href="../default.asp" title="Book" Old Books > where is strong where is a href="default.asp" Poetry Northwest (1959) where is table width="700" border="1" align="center" cellpadding="15" cellspacing="0" where is center where is tr where is td width="160" align="center" valign="top" where is div align="center" where is td align="center" valign="top" where is div align="left" where is div align="center" where is p align="left" Page 261 where is strong CHAPTER 25 RECONSTRUCTION AND AMALGAMATION where is p align="justify" of what is company, what is appointment of a liquidator, and giving authority to what is liquidator to enter into an agreement with what is transferee company on what is terms of a draft submitted to what is meeting. what is agreement usually provides that what is transferee company shall purchase what is assets of what is transferor company, except a sum retained by what is liquidator to discharge its liabilities, that what is consideration shall be what is allotment by what is transferee company to what is liquidator or his nominees of shares, fully or partly paid up, in what is transferee company, that what is liquidator shall give notice to what is shareholders of what is transferor company of what is number of shares to which they are entitled, what is amount payable on application, and what is time within which they must apply, and that failure to apply for shares within that time shall preclude their rights to any shares. Postlethwaite v. Port Philip, etc., Gold Mining Co. (1889), 43 Ch. D. 452. A reconstruction scheme provided that shareholders in what is old company should apply for shares in what is new company within ten days after notice, and that what is liquidator should dispose of all shares not applied for. On June 12 what is liquidator sent out notices requiring application for shares in what is new company to be made before June 25. P., a shareholder in what is old company, applied on August 24. Held, P. was not entitled to an allotment of shares in what is new company, or to any other relief. Instead of authorising what is liquidator to dispose of all shares not applied for by what is shareholders of what is old company, an underwriting agreement may be made in respect of such shares. (3) If what is agreement and what is scheme are silent as to what is disposal of what is proceeds of sale of what is shares not applied for, what is proceeds must be distributed among those shareholders who have not applied for shares in the new company. (4) Shares may be given direct to what is shareholders of what is old company instead of being applied for in what is manner explained above. Provisions for Dissentient Shareholders.-A sale or arrangement under s. 287 is binding on all members of what is transferor company, whether they agree to it or not, but a member who has (1) not voted for what is scheme, and (2) expressed his dissent from it in writing addressed to what is liquidator and left at what is registered office within seven days of what is passing of what is resolution, may require what is liquidator either to abstain from carrying what is resolution into effect or to purchase his interest at a price to be determined by agreement or arbitration. 3 Barrow v. Paringa Mines, [1909] 2 Ch. 658. 4 Re Lake View Extended Gold Mine Co., [1900] W. N. 44. where is Server.Execute("_SiteMap.asp") %

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