Railways Act, 1924
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Provisions to be contained in the amalgamation scheme. |
4.—An amalgamation scheme under this Act— | |
(a) shall provide for the incorporation of the amalgamated company under an appropriate name with power to hold land for the purposes of the company, and make such provisions as appear necessary or expedient with regard to the share and loan capital of the amalgamated company and the vesting of the property, rights, powers, duties and liabilities, whether statutory or otherwise, of the amalgamating companies; and | ||
(b) shall provide generally as to the terms and conditions of amalgamation and for the winding-up of the amalgamating companies, including the allocation to holders of securities of the amalgamating companies, in substitution therefor and in satisfaction of all claims arising thereunder, of such securities of the amalgamated company, and of such amounts, as may be specified in the scheme; and | ||
(c) shall incorporate Part V. of the Railways Clauses Act, 1863 , subject to the provisions of this Act, and may incorporate any of the provisions of the Companies Clauses Consolidation Act, 1845 , and the Acts amending that Act, subject to the modification that any committees appointed under section 95 of the Companies Clauses Consolidation Act, 1845 , may comprise persons who, though not directors of the company, are proprietors and possess such other qualifications (if any) as may be provided by the scheme; and | ||
(d) shall give effect to the provisions contained in the Second Schedule to this Act with respect to the direction of the amalgamated company, and may, with the consent of the proprietors, provide for the payment of compensation out of the assets of an amalgamating company to any director of such company who suffers loss by abolition of office or who resigns office consequent on his being appointed a standing member of the railway tribunal, but in the latter eventuality his remuneration as such standing member of the railway tribunal shall be taken into account in fixing the amount of any such compensation; and | ||
(e) shall contain such provisions with respect to the management of any superannuation, pension, provident, widows' and orphans' and other benefit fund or funds established by any amalgamating company as may be necessary in consequence of amalgamation, so, however, as to preserve in all other respects the management of such funds unaltered until other provision is made by the Oireachtas; and | ||
(f) shall incorporate the provisions contained in the Third Schedule to this Act with respect to existing officers and servants; and | ||
(g) may make such incidental and supplemental provisions as appear necessary or expedient in order to give full effect to the provisions of the scheme and the purposes of this Act. |