Companies Amendment Act 2006.pdf - Bermuda Laws Online

COMPANIES AMENDMENT ACT 2006
except that the terms and manner of the acquisition need not be
provided by or determined in accordance with the bye-laws as
required by section 42(2).
(4) A company may not acquire its own shares to be held
as treasury shares if, as a result of the acquisition, all of the
company’s issued shares, other than the shares to be held as
treasury shares, would be non-voting shares.
(5) An acquisition by a company of its own shares to be
held as treasury shares may be authorized by its board of
directors or otherwise by or in accordance with its bye-laws.
(6) No acquisition by a company of its own shares to be
held as treasury shares may be effected if, on the date on which
the acquisition is to be effected, there are reasonable grounds for
believing that the company is, or after the acquisition would be,
unable to pay its liabilities as they become due.
(7) A company that acquires its own shares to be held as
treasury shares may —
(a) hold all or any of the shares;
(b) dispose of or transfer all or any of the shares for
cash or other consideration; or
(c) cancel all or any of the shares.
(8) If shares are cancelled under this section, the amount
of the company’s issued share capital shall be diminished by the
nominal value of those shares, but the cancellation of shares
shall not be taken as reducing the amount of the company’s
authorized share capital.
(9) If a company holds shares as treasury shares, the
company shall be entered in the register of members under
section 65 as the member holding the shares.
(10) A company that holds shares as treasury shares shall
not exercise any rights in respect of those shares, including any
right to attend and vote at meetings, including a meeting under
section 99, and any purported exercise of such a right is void.
(11) No dividend shall be paid to the company in respect
of shares held by the company as treasury shares; and no other
distribution (whether in cash or otherwise) of the company’s
assets (including any distribution of assets to members on a
winding up) shall be made to the company in respect of shares
held by the company as treasury shares.
(12) Nothing in this section shall prevent a company
from —
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