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Form 663. construct) upon and subject to such terms and conditions whatsoever as the contracting companies think fit.

Consideration for sale.

Saving for existing preferences of Limited Company.

Sale not to

affect persons not parties thereto.

Sanction of shareholders for sale under Act.

Sale to entitle Limited Company to premises sold.

Powers of selling com. pany as to

3. The consideration for any such sale and transfer may, as the contracting companies agree, be by way of yearly or other payment, whether fixed, fluctuating, terminable, contingent, or otherwise, or by way of immediate or future payment of any fixed, contingent, or other sum of money, or by way of allotment to the selling company or their nominees of any preferential or ordinary shares or stock of the Limited Company which the Limited Company have then created, or may thereafter lawfully create, or by way of immediate, future, fixed, or contingent adoption or satisfaction by the Limited Company of all or any part of the debenture or other debt of the selling company, or by more than one of those ways, or by making and securing any other benefit to the selling company, or to all or any of the shareholders thereof respectively, and either with or without any consideration or compensation in any one or more of those ways.

4. Provided that any consideration or compensation so made or secured by the Limited Company to the selling company, or their shareholders or nominees, shall not prejudice or affect any preference or priority in the payment of interest or dividend on any stock or shares from time to time lawfully granted by the Limited Company, and which is from time to time lawfully subsisting.

5. No such sale made under the authority of this Act shall in any manner alter, increase, or diminish any of the tolls, fares, rates, or charges which the selling company are from time to time authorised to demand and take from any other company or person, but all other persons and companies shall, notwithstanding any such agreement, be entitled to the user and benefit of the tramways of the selling company on the same terms and conditions, and on payment of the same tolls, fares, rates, and charges, as if the sale were not made.

6. No such sale shall take effect unless or until the terms and conditions of the sale shall have been submitted, and shall have been approved by at least three-fifths of the votes of the shareholders of the selling company present in person or by proxy at a general meeting of the selling company specially convened for the purpose.

7. In accordance with the terms agreed on under this Act between the Limited Company and the selling company for the sale, and upon the execution of a deed of conveyance duly stamped, and wherein the full consideration for the transfer is fully and truly set forth, the Limited Company, and their directors, officers, and servants respectively, shall be entitled, from the time agreed upon for the sale to take effect, to the management, regulation, maintenance, user, working, and enjoyment of the premises comprised in the sale, and of the traffic thereon, and to the regulating, taking, and enjoying of the tolls, fares, rates, charges, and other payments and advantages in respect thereof.

8. All the rights, powers, and privileges of the selling company, and their directors, officers, and servants respectively, which by virtue of

company.

any of the Acts or provisional orders confirmed by Act of Parliament Form 663. relating to the selling company might be exercised and enjoyed by the premises selling company with respect to the premises sold (including the power sold to be of making and laying down any tramways which have been or may be exercised by authorised during the present session as aforesaid) shall be exercised and enjoyed by the Limited Company, and their directors, officers, and servants respectively, with respect to the premises sold, under and with the same regulations, restrictions, conditions, obligations, penalties, and immunities in accordance with those Acts, as by the selling company, and their directors, officers, and servants respectively.

9. From and after the time agreed on for the sale to take effect, the Company to Limited Company shall be subject to and perform, conform, and be perform duties of selling liable to all contracts, agreements, duties, liabilities, obligations, debts, company. charges, claims, and demands whatsoever with respect to the premises agreed to be sold to which the selling company if the sale did not take effect would be subject or liable, and shall indemnify the selling company, and their shareholders, directors, officers, and servants, from the same, and all costs, charges, and expenses with respect to the same.

selling com

10. The provisions of every Act of Parliament and provisional order Acts, &c. of as aforesaid relating to the selling company shall from and after the pany to apply time agreed on for the respective sale to take effect (but subject to the to Limited Company. provisions of this Act with respect to the dissolution and the winding up of the affairs of the selling company and except so far as the same relate to the internal affairs or management of the selling company, or may be inconsistent with the memorandum and articles of association of the Limited Company) be read and have effect as if the same had been passed with respect to the Limited Company instead of with respect to the selling company.

11. [Selling companies to wind up their affairs.] 12. [Payments into court by the same companies.] 13. [Court may order winding up of selling company.] 14. [Dissolution of selling companies when debts, &c., paid.] 15. [Limited company to represent dissolved company.] 16. [General saving of rights under recited Acts, &c.] 17. [Saving rights of Metropolitan Board of Works to purchase the undertakings of the Metropolitan and Pimlico Companies.] 18. [Tramways not exempt from provisions of present and future general Acts.] 19. [Expenses of Act.]

[blocks in formation]

by debenture holders, orders in, 322

liberty to bring and proceed with after winding-up order as to, 431

orders giving, 432 et seq.

liberty to off. liq. to bring and defend, 386

'on behalf' when allowable, 304

power in articles for directors to bring, 131

restraining and staying in winding up as to, 424

security for costs, orders as to, 322

transfer after winding-up order as to, 431

orders for transfer, 430

ultra vires proceedings to restrain, 304

ACTS OF PARLIAMENT,

power in memorandum to apply for, 72

in articles to promote bill, 160

See also "PRIVATE ACTS."

ADJOURNMENT,

clause in articles as to, 117

of winding-up petition, orders as to, 342

ADOPTION,

agent's liability on contract to be discharged on, 11
clauses in articles as to adopting contract, 152

effect of such olauses as to, 153

contract by company effecting, 33, 34
power in memorandum to effect, 68
preliminary contract as to, 1

when company bound by adoption, 33
ADVERTISEMENT,

for claims of debenture holders, 326
of meeting of debenture holders, 335

of meetings in winding up, 455

RR

ADVERTISEMENT-continued.

of meetings to consider Arrangement, 529, 563
of order appointing off. liq., 360

of resolutions to wind up, 470

winding-up order, 355

order extending time, 356

AFFIDAVITS,

compromise, with a view to, 447

fitness of off. liq., 358

formal parts of, 357

proving debts in winding up, 401 et se7.
upon registration of bill of sale, 272
verifying accounts of off. liq., 367

AGENTS,

appointment of, as to, 43

contracting for company, authority of, 4
for intended company, liability of, 2
proviso limiting liability of, 3

liability on adoption, 11

AGREEMENT [See also CONTRACTS.]

adoption of by company, 33, 34

adoption, of, mode, 33

arbitration clause in, 18

business, for, sale of, 21

business, for sale of to private company, 31

debentures, to issue, 27

inspection of premises, clause as to, 27

leaseholds and chattels, for sale of, 9

manager, appointing, 41

mines, for sale of, 26

patent, for sale of, 16

sale, for, forms of. 9 et seq.

secretary appointing, 42

preliminary, forms of, 9 et seq.

promoter, by, to form company, 19

rescission, power in contract, 12

shares subscribed in memorandum to be deemed paid up, as to, 31

ALLOTMENT OF SHARES,

power of directors in articles, 96

notice of, 203

effect of notice of, 184

ALTERATION,

of articles of association,
power to effect, 188
resolutions for, ib.

of name, 196

AMALGAMATION,

meaning of word, 515

modes of effecting, 516

power in memorandum, 68

advantages of, 515

agreements on, practice as to, 517

debts on, provision for, 517

directors of amalgamated co., as to, 518

compensation to officers on, 518

notices, sufficiency of, 518

what companies can effect, 519

name of amalgamated co., as to, 519

invalid agreement for, as to, 519

dissentients, as to, 519

agreements on, 521, 523

resolutions on, 522, 523, 525

private Acts for, 593 et seq.

clause in memorandum as to, 70

injunction restraining invalid, 312

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