Part 4 — Alteration of Constitution Division 1 Memorandum of Association
52 Enforceability of contract
with respect to a contract with the company providing for the
purchase of shares issued by it except to the extent that the
company is unable to perform the contract without contravening
section 44.
(2) In an action brought on a contract referred to in subsection (1),
the onus is on the company to prove that performance thereof
would contravene section 44.
(3) Until the company has fully performed a contract referred to in
subsection (1), the shareholder who contracted to sell a share
thereunder retains the status of a claimant and is entitled
(a) to be paid as soon as the company is lawfully able to do s o,
or
(b) in liquidation, to be ranked subordinate to the rights of
creditors and to the rights of any class of shareholders
whose rights were in priority to the rights given to the class
of shares which the shareholder contracted to sell to the
RSA 2000
company, but in priority to the rights of the other
shareholders.
RSA 1980 cC-20 s52