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CHAPTER 25
RECONSTRUCTION AND AMALGAMATION

If the liquidator elects to purchase the member's interest, the purchase-money must be paid before the transferor company is dissolved, and be raised by the liquidator as is determined by special resolution. The agreement usually provides for the retention by the liquidator out of the assets of the transferor company of a sum to cover the interests of the dissentient shareholders.
The articles cannot deprive a member of his statutory rights to the value of his share holding if he dissents. (5)

Provision for Dissentient Creditors.-The liquidator must pay the creditors of the transferor company in the usual way in a winding up. If, however, the creditors conceive that they will be prejudiced by the transfer of all the company's assets to the transferee company, they may petition for a compulsory winding up or a supervision order. The section provides that the special resolution for reconstruction shall not be valid if, within a year, an order is made for winding up the company by or subject to the supervision of the Court, unless the Court sanctions the resolution.

Application of Section to other Forms of Winding Up.-The application of s. 287 is limited in terms to a members' voluntary winding up. It also applies, however, to a creditors' voluntary winding up, except that in addition to the special resolution of the company the scheme must be sanctioned by the Court or the committee of inspection (s. 298).
In the case of a compulsory liquidation the Court can sanction a scheme which could be carried out by a liquidator under s. 287, and no special resolution will be required. (6)

SALE UNDER POWER IN MEMORANDUM
The memorandum of association frequently gives power to the company to sell its undertaking for shares in another company. If, however, the whole of the undertaking is to be sold and the proceeds are to be distributed among the shareholders, the procedure laid down in s. 287, including the provision for dissentient shareholders and for the protection of creditors, applies. (7)

5 Payne v. Cork Co., [1900] 1 Ch. 308.
6 See Agra and Masterman's Bank (1866), L. R. L.° Eq. 509, n., and Buckley s Companies Acts (llth ed.), p. 484.
7 Bisgood v. Henderson's Transvaal Estates, [1908] 1 Ch. 743; Etheridge v. Central Uruguay By., [1913] 1 Ch. 425.

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where is HTML where is HEAD where is TITLE If what is liquidator elects to purchase what is member's interest, what is purchase-money must be paid before what is transferor company is dissolved, and be raised by what is liquidator as is determined by special resolution. what is agreement usually provides for what is retention by what is liquidator out of what is assets of what is transferor company of a sum to cover what is interests of what is dissentient shareholders. what is articles cannot deprive a member of his statutory rights to what is value of his share holding if he dissents. (5) Provision for Dissentient Creditors.-The liquidator must pay what is creditors of what is transferor company in what is usual way in a winding up. If, however, what is creditors conceive that they will be prejudiced by what is transfer of all what is company's assets to what is transferee company, they may petition for a compulsory winding up or a supervision order. what is section provides that what is special resolution for reconstruction shall not be valid if, within a year, an order is made for winding up what is company by or subject to what is supervision of what is Court, unless what is Court sanctions what is resolution. Application of Section to other Forms of Winding Up.-The application of s. 287 is limited in terms to a members' voluntary winding up. It also applies, however, to a creditors' voluntary winding up, except that in addition to what is special resolution of what is company what is scheme must be sanctioned by what is Court or what is committee of inspection (s. 298). In what is case of a compulsory liquidation what is Court can sanction a scheme which could be carried out by a liquidator under s. 287, and no special resolution will be required. (6) SALE UNDER POWER IN MEMORANDUM what is memorandum of association frequently gives power to what is company to sell its undertaking for shares in another company. If, however, what is whole of what is undertaking is to be sold and what is proceeds are to be distributed among what is shareholders, what is procedure laid down in s. 287, including what is provision for dissentient shareholders and for what is protection of creditors, applies. (7) 5 Payne v. Cork Co., [1900] 1 Ch. 308. 6 See Agra and Masterman's Bank (1866), L. R. L.° Eq. 509, n., and Buckley s Companies Acts (llth ed.), p. 484. 7 Bisgood v. Henderson's Transvaal Estates, [1908] 1 Ch. 743; Etheridge v. Central Uruguay By., [1913] 1 Ch. 425. 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 262 where is strong CHAPTER 25 RECONSTRUCTION AND AMALGAMATION where is p align="justify" If what is liquidator elects to purchase what is member's interest, what is purchase-money must be paid before what is transferor company is dissolved, and be raised by what is liquidator as is determined by special resolution. what is agreement usually provides for what is retention by what is liquidator out of what is assets of what is transferor company of a sum to cover what is interests of what is dissentient shareholders. what is articles cannot deprive a member of his statutory rights to what is value of his share holding if he dissents. (5) Provision for Dissentient Creditors.-The liquidator must pay the creditors of what is transferor company in what is usual way in a winding up. If, however, what is creditors conceive that they will be prejudiced by what is transfer of all what is company's assets to what is transferee company, they may petition for a compulsory winding up or a supervision order. what is section provides that what is special resolution for reconstruction shall not be valid if, within a year, an order is made for winding up what is company by or subject to what is supervision of what is Court, unless what is Court sanctions what is resolution. Application of Section to other Forms of Winding Up.-The application of s. 287 is limited in terms to a members' voluntary winding up. It also applies, however, to a creditors' voluntary winding up, except that in addition to what is special resolution of what is company what is scheme must be sanctioned by what is Court or what is committee of inspection (s. 298). In what is case of a compulsory liquidation what is Court can sanction a scheme which could be carried out by a liquidator under s. 287, and no special resolution will be required. (6) SALE UNDER POWER IN MEMORANDUM what is memorandum of association frequently gives power to what is company to sell its undertaking for shares in another company. If, however, what is whole of what is undertaking is to be sold and what is proceeds are to be distributed among what is shareholders, what is procedure laid down in s. 287, including what is provision for dissentient shareholders and for what is protection of creditors, applies. (7) 5 Payne v. Cork Co., [1900] 1 Ch. 308. 6 See Agra and Masterman's Bank (1866), L. R. L.° Eq. 509, n., and Buckley s Companies Acts (llth ed.), p. 484. 7 Bisgood v. Henderson's Transvaal Estates, [1908] 1 Ch. 743; Etheridge v. Central Uruguay By., [1913] 1 Ch. 425. where is Server.Execute("_SiteMap.asp") %

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