190.
| (1) Where, in connection with the transfer to any person of all or any of the shares in a company, being a transfer resulting from-
| | (a) an offer made to the general body of shareholders: | | |
| | (b) an offer made by or on behalf of some other body corporate with a view to the company becoming its subsidiary or a subsidiary of the holding company ; | | |
| | (c) an offer made by or on behalf of an individual with a view to his obtaining the right to exercise or control the exercise of not less than one-third of the voting power at any general meeting of the company ; or | | |
| | (d) any other offer which is conditional upon acceptance to a given extent, | | |
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| (2) Where-
| | (a) any such director fails to take reasonable steps as referred to in subsection (1) ; or | | |
| | (b) any person who has been lawfully required by any director to include such particulars in, or send them with, any such notice as is referred to in subsection (1), fails so to do, | | |
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| (3) Where-
| | (a) the requirements of subsection (1) are not complied with in relation to any such payment as is referred to in that subsection; or | | |
| | (b) the making of the proposed payment is not, before the transfer of any shares in pursuance of the offer, approved by a meeting summoned for the purpose of the holders of the shares to which the offer relates and of other holders of shares of the same class as any of the said shares, | | |
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| (4) Where the shareholders referred to in paragraph (b)of subsection (3) are not all the members of the company and no provision is made by the articles for summoning or regulating such a meeting as is referred to in that paragraph, the provisions of this Act and of the company's articles relating to general meetings of the company shall, for that purpose, apply to the meeting either without modification or with such modifications as the Registrar on the application of any person concerned may direct for the purpose of adapting them to the circumstances of the meeting. |
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| (5) Where at meeting summoned for the purpose of approving any payment as required by the provisions of paragraph (b) of subsection (3), quorum is not present and after the meeting has been adjourned to a later date, a quorum is again not present ,the payment shall be deemed for the purposes of this subsection to have been approved. |
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Sri Lanka Consolidated Acts