Article 27 - Class Rights
(1) If provision for the variation of the rights attached to a class of Shares is made in the articles of association of the Investment Club, those rights may only be varied in accordance with those provisions.
(2) If provision for the variation of the rights attached to a class of Shares is not included in the articles of association the rights may be varied if, but only if:
a. the holders of three quarters in nominal value of the Shares of the class consent in writing to the variation; or
b. a Special Resolution passed at a separate meeting of the holders of that class sanctions the variation.
(3) Any alteration of a provision in the articles of association for the variation of the rights attached to a class of Shares, or the insertion of any such provision into the articles of association shall itself be treated as a variation of those rights.
(4) If the rights attached to any class of Shares are varied in the manner referred to above, the holders of not less than 15 percent of the nominal value of the Shares of the class (being persons who did not consent to, or vote in favour of a resolution for the variation) may apply to the QFC Civil and Commercial Court to have the variation cancelled.
(5) The application for cancellation of the variation must be made within 21 days after the date on which the consent was given or the resolution was passed and may be made on behalf of the Members entitled to make it by one or more of them as they may appoint in writing.
(6) On any such application the QFC Civil and Commercial Court, after hearing the applicant and any other persons who apply to the QFC Civil and Commercial Court to be heard and appear to the QFC Civil and Commercial Court to be interested in the application, may, if it is satisfied, having regard to all the circumstances of the case, that the variation would unfairly prejudice the Members represented by the applicant, disallow or cancel the variation and shall, if not so satisfied, confirm the variation.
(7) The decision of the QFC Civil and Commercial Court on any such application shall be final.
(8) In this Article 27, "variation" includes abrogation and "varied" is to be construed accordingly.
|Derived (as from 20th December 2016).|