Amalgamation Agreement (100% Subsidiary) Template

This amalgamation agreement (100% subsidiary) template has 5 pages and is a MS Word file type listed under our legal agreements documents.

Sample of our amalgamation agreement (100% subsidiary) template:

AMALGAMATION AGREEMENT This Amalgamation Agreement (the "Agreement") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the "First Party"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the "Second Party"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] WHEREAS the authorized capital of [YOUR COMPANY NAME] consists of an unlimited number of Class [SPECIFY] shares, of which only [NUMBER] of shares are issued and outstanding; AND WHEREAS the authorized capital of [NUMBER] consists of an unlimited number of [NUMBER] and preferred shares, of which ([NUMBER]) [NUMBER] share is issued and outstanding; AND WHEREAS the First Party and the Second Party have agreed to amalgamate under the laws of [COUNTRY], and continue as one corporation on the terms and conditions hereinafter set forth; AND WHEREAS [COMPANY NAME] beneficially owns [%] of the outstanding shares of [COMPANY NAME]; AND WHEREAS the First Party and the Second Party together beneficially own [%] of the outstanding shares of [COMPANY NAME]; NOW THEREFORE THIS AGREEMENT WITNESSETH AS FOLLOWS: DEFINITIONS 1.1 In this Agreement: (a) "Act" means the [COUNTRY] Business Corporations Act, as amended; (b) "Agreement" means this Amalgamation Agreement; (c) "Amalgamated Corporation" means the continuing corporation constituted upon the Amalgamation becoming effective; (d) "Amalgamating Corporations" means [YOUR COMPANY NAME] and [COMPANY NAME]; (e) "Amalgamation" means the amalgamation of [YOUR COMPANY NAME] and [COMPANY NAME] pursuant to the Act as contemplated by this Agreement; "Effective Date" means the date on which the Amalgamation becomes effective. 1.2 Unless the context otherwise requires, words and phrases used herein that are defined in the Act have the same meaning herein as in the Act. AMALGAMATION 2.1 The Amalgamating Corporations hereby agree to amalgamate pursuant to the Act as of the Effective Date and to continue as one corporation on the terms and conditions set forth in this Agreement. THE AMALGAMATED CORPORATION 3.1 The name of the Amalgamated Corporation shall be [NAME]. 3.2 The registered office of the Amalgamated Corporation shall be situated in [CITY], in the [State/Province] of [STATE/PROVINCE]. 3.3 The share capital of the Amalgamated Corporation shall consist of an unlimited number of [SPECIFY] shares. 3.4 The right to transfer shares of the Amalgamated Corporation shall be restricted in that no shares shall be transferred without the approval of the directors evidenced by resolution of the board, provided that approval of any transfer of shares may be given as aforesaid after the transfer has been effected upon the books of the Corporation in which event, unless the said resolution stipulates otherwise, the said transfer shall be valid and shall take effect as from the date of its entry upon the books of the Amalgamated Corporation. 3.5 The number of shareholders of the Amalgamated Corporation shall be limited to [NUMBER], not including shareholders who are or were employees of the Amalgamated Corporation, [NUMBER] or more persons holding of [NUMBER] or more shares being counted as a single shareholder. 3.6 Any distribution of securities to the public to subscribe for or to purchase securities of the Amalgamated Corporation shall be prohibited. 3.7 There shall be no restriction on the business that the Amalgamated Corporation may carry on or on the powers that the Amalgamated Corporation may exercise. 3.8 The board of directors of the Amalgamated Corporation shall consist of not less than a minimum of [NUMBER] nor more than a maximum of [NUMBER] members. The person named below, who is a resident [NATIONALITY], shall be the first director of the Amalgamated Corporation: Name Residential Address [FULL NAME] [FULL ADDRESS]