Acts and Regulations

B-9.1 - Business Corporations Act

Section 122
Disposition versions

Full text
Approval of amalgamation agreement by shareholders
122(1)The directors of each amalgamating corporation shall submit the amalgamation agreement for approval at a meeting of the holders of shares of the amalgamating corporation of which they are directors and, subject to subsection (4), of the holders of each class or series of such shares.
122(2)A notice of a meeting of shareholders complying with section 87 shall be sent in accordance with that section to each shareholder of each amalgamating corporation, and shall
(a) include or be accompanied by a copy or summary of the amalgamation agreement; and
(b) state that a dissenting shareholder may be entitled to be paid the fair value of his shares in accordance with section 131, but failure to make that statement does not invalidate an amalgamation.
122(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.
122(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 115.
122(5)Subject to subsection (4), an amalgamation agreement is adopted when the shareholders of each amalgamating corporation have approved of the amalgamation by special resolution.
122(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.
2000, c.9, s.13; 2023, c.2, s.155
Approval of amalgamation agreement by shareholders
122(1)The directors of each amalgamating corporation shall submit the amalgamation agreement for approval at a meeting of the holders of shares of the amalgamating corporation of which they are directors and, subject to subsection (4), of the holders of each class or series of such shares.
122(2)A notice of a meeting of shareholders complying with section 87 shall be sent in accordance with that section to each shareholder of each amalgamating corporation, and shall
(a) include or be accompanied by a copy or summary of the amalgamation agreement; and
(b) state that a dissenting shareholder may be entitled to be paid the fair value of his shares in accordance with section 131, but failure to make that statement does not invalidate an amalgamation.
122(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.
122(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 115.
122(5)Subject to subsection (4), an amalgamation agreement is adopted when the shareholders of each amalgamating corporation have approved of the amalgamation by special resolution.
122(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.
2000, c.9, s.13
Approval of amalgamation agreement by shareholders
122(1)The directors of each amalgamating corporation shall submit the amalgamation agreement for approval at a meeting of the holders of shares of the amalgamating corporation of which they are directors and, subject to subsection (4), of the holders of each class or series of such shares.
122(2)A notice of a meeting of shareholders complying with section 87 shall be sent in accordance with that section to each shareholder of each amalgamating corporation, and shall
(a) include or be accompanied by a copy or summary of the amalgamation agreement; and
(b) state that a dissenting shareholder may be entitled to be paid the fair value of his shares in accordance with section 131, but failure to make that statement does not invalidate an amalgamation.
122(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.
122(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 115.
122(5)Subject to subsection (4), an amalgamation agreement is adopted when the shareholders of each amalgamating corporation have approved of the amalgamation by special resolution.
122(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.
2000, c.9, s.13