RTA · Business Corporations Act
Part 14 — Fundamental Changes
182 Amalgamation agreement
an agreement setting out the terms and means of effecting the
amalgamation and, in particular, setting out
(a) the provisions that are required to be included in article s of
incorporation under section 6,
(b) the name and contact information of each proposed director
of the amalgamated corporation,
(c) the manner in which the shares of each amalgamating
corporation are to be converted into shares or other
securities of the amalgamated corporation,
(d) if any shares of an amalgam ating corporation are not to be
converted into securities of the amalgamated corporation,
the amount of money or securities of any body corporate
that the holders of those shares are to receive in addition to
or instead of securities of the amalgamated corporation,
(e) the manner of payment of money instead of the issue of
fractional shares of the amalgamated corporation or of any
other body corporate the securities of which are to be
received in the amalgamation,
(f) whether the bylaws of the a malgamated corporation are to
be those of one of the amalgamating corporations and, if
not, a copy of the proposed bylaws, and
(g) details of any arrangements necessary to perfect the
amalgamation and to provide for the subsequent
management and operation of the amalgamated corporation.
(2) If shares of one of the amalgamating corporations are held by
or on behalf of another of the amalgamating corporations, the
amalgamation agreement shall provide for the cancellation of those
shares when the amalgamation becomes effective without any
repayment of capital in respect of those shares, and no provision
shall be made in the agreement for the conversion of those shares
into shares of the amalgamated corporation.
RSA 2000 cB-9 s182;2021 c18 s44
RSA 2000