CPA · Business Corporations Act
Part 14 — Fundamental Changes
183 Shareholder approval of amalgamation agreement
submit the amalgamation agreement for approval to a meeting of
the holders of shares of the amalgamating corporation of which
they are directors and, subject to subsection (4), to the holders of
each class or series of those shares.
(2) A notice of a meeting of shareholders complying with section
134 shall be sent in accordance with that section to each
shareholder of each amalgamating corporation and shall
(a) include or be accompanied with a copy or summary of the
amalgamation agreement, and
(b) state that a dissenting sh areholder is entitled to be paid the
fair value of the shareholder's shares in accordance with
section 191, but failure to make that statement does not
invalidate an amalgamation.
(3) Each share of an amalgamating corporation carries the right to
vote in respect of an amalgamation whether or not it otherwise
carries the right to vote.
(4) The holders of shares of a class or series of shares of an
amalgamating corporation are entitled to vote separately as a class
or series in respect of an amalgamation if the amalgamation
agreement contains a provision that, if contained in a proposed
amendment to the articles, would entitle those holders to vote as a
class or series under section 176.
(5) Subject to subsection (4), an amalgamation agreement is
adopted when the shareholders of each amalgamating corporation
have approved of the amalgamation by special resolutions.
(6) An amalgamation agreement may provide that at any time
before the issue of a certificate of amalgamation the agreement may
be terminated by the directors of an amalgamating corporation,
notwithstanding approval of the agreement by the shareholders of
all or any of the amalgamating corporations.
1981 cB-15 s177