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Provisions to be contained in absorption schemes.
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5. An absorption scheme under this Act—
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(a) shall provide in such manner as appears necessary or expedient for the transfer to the amalgamated company of all the property, rights, powers, duties, and liabilities, whether statutory or otherwise, of any subsidiary company to which the scheme relates; and
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(b) shall provide for the consideration to be given to the subsidiary company or companies, and generally as to the terms and conditions of the transfer, and may provide for the consideration consisting in whole or in part of securities of the amalgamated company; and
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(c) shall provide for the winding up of the subsidiary company or companies, and may provide on any such winding up for the holder of any securities of the subsidiary company receiving in substitution therefor and in satisfaction of all claims arising thereunder such securities of the amalgamated company forming part of the consideration for the transfer of the undertaking, and of such amounts, as may be specified in the scheme, and may, with the consent of the proprietors, provide for the payment of compensation out of the assets of a subsidiary company to the directors of the company who suffer loss by abolition of office; and
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(d) shall incorporate the provisions of Part V. of the Railways Clauses Act, 1863, subject to the provisions of this Act; and
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(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 subsidiary company as may be necessary in consequence of absorption, so, however, as to preserve in all other respects the management of such funds unaltered until other provision is made by Parliament; and
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(f) shall incorporate the provisions contained in the Third Schedule to this Act with respect to existing officers and servants; and
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(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 arid the purposes of this Act.
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