Section 220 - Member requiring company to purchase shares

(1) Despite sections 64 and 65 a member may require a company to purchase the shares of that member where members of a company by special resolution resolve to

(a) amend the constitution of the company with a view to varying or dispensing with the business activities or objects of the company;

(b) approve

(i) a major transaction under section 145;

(ii) an arrangement, compromise, merger or division of the company under Part T of Chapter Two of this Act; or

(iii) the variation of class rights under section 50.

(2) A sale and distribution in pursuance of a special resolution under subsection (1) is binding on the company.

(3) A member of the company is entitled to have the shares of that member bought under the provisions of this Act, only if that member voted wholly against the resolution for matters specified in subsection (1).

(4) A special resolution pursuant to paragraph (a) and paragraphs (b) (i), (ii) and (iii) of subsection (1), may only be rescinded by a special resolution.

(5) For the purposes of

(a) subsection (2), if within one year from the date of the passage of the special resolution, the company has been unable to carry out the proposed objects or any of the business activities specified in paragraph (b) of subsection (1), a member is entitled to apply to have the respective shares reinstated; and

(b) this section, a “special resolution” is deemed to include, in the case of a variation of class rights, the prior written consent of the holders of at least three-fourths of the issued shares of the class of shares affected.