Section 457. Power of liquidator to accept shares, etc., as consideration for sale of property of c~

(1) Where it is proposed that the whole or part of the business or property of a company is to be transferred or sold to another corporation, with the sanction of a special resolution of the company conferring either a general authority on the liquidator or an authority in respect of any particular arrangement, the liquidator of the company may—

(a) receive in compensation or part compensation for the transfer or sale of the shares, debentures, policies or other like interests in the corporation for distribution among the members of the company; or

(b) enter into any other arrangement whereby the members of the company may, in lieu of receiving cash, shares, debentures, policies or other like interests or in addition to the arrangement, participate in the profits of or receive any other benefit from the corporation,

and any such transfer, sale or arrangement shall be binding on the members of the company.

(2) If any member of the company expresses his dissent on matters referred to in subsection (1) in writing addressed to the liquidator and delivered to the registered office of the liquidator within seven days from the passing of the resolution, the member may require the liquidator to either to abstain from carrying the resolution into effect or to purchase his interest at a price to be determined by an agreement or by arbitration in the manner provided under this section.

(3) If the liquidator elects to purchase the member ’s interest, the purchase money shall be paid before the company is dissolved and be raised by the liquidator in such manner as is determined by special resolution.

(4) A special resolution shall not be invalid for the purposes of this section by reason that it is passed before or concurrently with a resolution for voluntary winding up or for appointing liquidators, but if an order for winding up the company by the Court is made within a year after the passing of the resolution, the resolution shall not be valid unless sanctioned by the Court.

(5) For the purposes of an arbitration under this section, the Arbitration Act 2005 [Act 646] shall apply as if there were a submission for reference to two arbitrators, one to be appointed by each party and the appointment of an arbitrator may be made by the liquidator, or if there is more than one liquidator then by any two or more of the liquidators.

(6) For the purpose of subsection (5), the Court may give any directions necessary for the initiation and conduct of the arbitration and any such directions shall be binding on the parties.

(7) In the case of a creditors’ voluntary winding up, the powers of the liquidator under this section shall not be exercised except with the approval of the Court or the committee of inspection.