S-31.1 - Business Corporations Act

Section 277 Disposition versions

2011-02-14

277. Each corporation proposing to amalgamate must enter into an amalgamation agreement containing

(1)  in respect of the amalgamated corporation, the provisions that are required to be included in the corporation’s articles of constitution, except the particulars concerning the founders;

(2)  the name and domicile of each director of the amalgamated corporation;

(3)  the manner in which the shares of each amalgamating corporation are to be converted into shares of the amalgamated corporation;

(4)  if the shares of one of the amalgamating corporations are not to be wholly converted into shares of the amalgamated corporation, the amount of money or other form of payment the shareholders holding those shares are to receive in addition to or instead of shares of the amalgamated corporation;

(5)  if applicable, the amount of money or other form of payment that is to be received instead of fractional shares of the amalgamated corporation;

(6)  if applicable, a provision stating that any shares of an amalgamating corporation that are held by another amalgamating corporation are to be cancelled when the amalgamation becomes effective without any repayment of capital in respect of the shares, and that such shares are not to be converted into shares of the amalgamated corporation;

(7)  the by-laws proposed for the amalgamated corporation, or a statement that the by-laws of the amalgamated corporation are to be those of one of the amalgamating corporations; and

(8)  details of any arrangements necessary to complete the amalgamation and to provide for the subsequent management and operation of the amalgamated corporation.

2009, c. 52, s. 277.