Part 2 — Provincial Companies Subpart 1 Status and Powers of Provincial Companies
163 Policyholder and shareholder approval
proposing to amalgamate under this Division.
(2) The directors of each company must submit an amalgamation
agreement for approval to a meeting of the participating
policyholders and shareholders of the company of which they are
directors and, subject to subsection (4), to the holders of each class
or series of shares.
(3) Each share of a company 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 a
company 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 bylaws or instrument of incorporation of the company, would
entitle those holders to vote separately as a class or series.
(5) Participating policyholders are entitled to vote separately from
shareholders in respect of an amalgamation agreement.
(6) Subject to subsections (4) and (5), an amalgamation agreement
is approved when the participating policyholders and shareholders
of each company have approved the amalgamation by special
resolution.
(7) 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 a company even though the
agreement has been approved by the participating policyholders or
RSA 2000
shareholders of all or any of the companies that are proposing to
amalgamate.
1999 cI-5.1 s163