199 Effects of conversion of protected cell company into non-cellular company

(1) Where a protected cell company is converted into a non-cellular company
of protected cell
by virtue of section 198 —
company into non-
cellular company
(a) all property and rights to which the core and cells were entitled
immediately before that conversion remain the property and
rights of the non-cellular company;

(b) the non-cellular company remains subject to all criminal and civil
liabilities, and all contracts, debts, and other obligations, to which
the core and each cell were subject immediately before its
conversion;


(c) all actions and other legal proceedings which, immediately
before the conversion, could have been instituted or continued
by or against the core or any cell may be instituted or continued
by or against the non-cellular company after the conversion;
and

(d) a conviction, ruling, order or judgment in favour of or against
the core or any cell may be enforced by or against the non-
cellular company after the conversion.

(2) If the Court is satisfied that the conversion would unfairly prejudice a
member or creditor of the company, it may, on the application of that
person made at any time before the date on which the conversion has
effect, or within such further time as the Court may in any particular case
allow, make such order as it thinks fit in relation to the conversion,
including, without prejudice to the generality of the foregoing, an order -

(a) directing that effect shall not be given to the conversion;

(b) modifying the conversion in such manner as may be specified
in the order; or

(c) directing the company or its directors to reconsider the
conversion or any part of it.

(3) An order under subsection (2) may be made on such terms and conditions
and subject to such penalty as the Court thinks fit.