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The Pamphlet Collection of Sir Robert Stout: Volume 68

Winding Up

Winding Up.

136. In case the Company shall be wound up the surplus assets shall be applied in the first place in repaying money called up in the winding up; secondly, in repaying pari passu, the residue of the paid-up capital; and thirdly, the balance shall be divided among the contributories, pari passu, in proportion to the nominal amount of the capital in respect whereof they are contributories. But the provisions contained in this clause shall be without prejudice to the rights of the holders of shares issued under special conditions.

137. If the Company shall be wound up the liquidators whether voluntary or official may, with the sanction of an extraordinary resolution divide among the contributories in specie any part of the assets of the Company, and may with the like sanction vest any part of the assets of the Company in trustees, upon such trusts for the benefit of the contributories as the liquidators with like sanction shall think fit.

138. If at any time the liquidators of the Company shall make any sale or enter into any arrangement pursuant to Section 222 of the Companies Act, 1882, a dissentient member within the meaning of that section shall not have the rights thereby given to him, but instead thereof he may, by notice in writing addressed to the liquidators and left at the office not later than fourteen days after the date of the meeting at which the special resolution authorising such sale or arrangement was passed, require the liquidators to sell the share, or other benefits to which under the said sale or arrangement he would otherwise have been entitled, and to pay the net proceeds over to him, and such sale and payment shall be made accordingly. Such lastmentioned sale may be made in such manner as the liquidators think fife.