This amalgamation agreement template has 7 pages and is a MS Word file type listed under our legal agreements documents.
Sample of our amalgamation agreement 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: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the "Third Party"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the "Fourth Party"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the "Fifth Party"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the "Sixth Party"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS [COMPANY NAME], the "First Party", was incorporated under the [YOUR COUNTRY] Business Corporations [ACT/LAW/RULE] and identified by certificate of incorporation dated [DATE]; AND WHEREAS [COMPANY NAME], the "Second Party", was incorporated under the [YOUR COUNTRY] Business Corporations [ACT/LAW/RULE], by certificate of incorporation dated [DATE]; AND WHEREAS [COMPANY NAME], the "Third Party", was incorporated under the [YOUR COUNTRY] Business Corporations [ACT/LAW/RULE], by certificate of amalgamation of [SPECIFY], and [SPECIFY] dated [DATE]; AND WHEREAS [COMPANY NAME], the "Fourth Party", was incorporated under the [YOUR COUNTRY] Business Corporations [ACT/LAW/RULE] by certificate of incorporation dated [DATE]; AND WHEREAS [COMPANY NAME], the "Fifth Party", was incorporated under the [YOUR COUNTRY] Business Corporations [ACT/LAW/RULE], by certificate of incorporation dated [DATE]; AND WHEREAS [COMPANY NAME], THE "Sixth Party", was incorporated under the [YOUR COUNTRY] Business Corporations [ACT/LAW/RULE] by certificate of incorporation dated [DATE], AND WHEREAS [COMPANY NAME], the "First Party", [COMPANY NAME], the "Second Party", [COMPANY NAME], the "Third Party", [COMPANY NAME], the "Fourth Party", [COMPANY NAME], the "Fifth Party", and [COMPANY NAME], the "Sixth Party", acting under the authority contained in the [YOUR COUNTRY] Business Corporations [ACT/LAW/RULE], have agreed to amalgamate upon the terms and conditions hereinafter set out; AND WHEREAS [COMPANY NAME], the "First Party", [COMPANY NAME], the "Second Party", [COMPANY NAME], the "Third Party", [COMPANY NAME], the "Fourth Party", [COMPANY NAME], the "Fifth Party", and [COMPANY NAME], the "Sixth Party", have each made full disclosure to one another of all their respective assets and liabilities; AND WHEREAS the authorized capital of [COMPANY NAME], the "First Party", consists of an unlimited number of Class [SPECIFY] shares of which [NUMBER] are issued and outstanding as full paid and non-assessable shares, an unlimited number of Class [SPECIFY] shares none of which are issued or outstanding, an unlimited number of Class [SPECIFY] shares none of which are issued or outstanding and an unlimited number of common shares of which [NUMBER] are issued and outstanding as fully paid and non-assessable shares; AND WHEREAS the authorized capital of [NUMBER] consists of an unlimited number of Class [SPECIFY] special shares of which [NUMBER] are issued and outstanding as fully paid and non-assessable shares, an unlimited number of Class [SPECIFY] special shares none of which are issued or outstanding and an unlimited number of common shares of which [NUMBER] are issued and outstanding as fully paid and non-assessable shares; AND WHEREAS the authorized capital of [NUMBER] consists of [NUMBER] common shares of which [NUMBER] are issued and outstanding as fully paid and non-assessable shares; AND WHEREAS the authorized capital of [COMPANY NAME], the "Fourth Party", consists of an unlimited number of Class [SPECIFY] shares none of which are issued or outstanding, an unlimited number of Class [SPECIFY] shares none of which are issued or outstanding, an unlimited number of Class [SPECIFY] shares none of which are issued or outstanding and an unlimited number of common shares of which [NUMBER] are issued and outstanding as fully paid and non-assessable shares; AND WHEREAS the authorized capital of [COMPANY NAME], the "Fifth Party", consists of an unlimited number of Class [SPECIFY] shares none of which are issued or outstanding, an unlimited number of Class [SPECIFY] shares none of which are issued or outstanding, an unlimited number of Class [SPECIFY] shares of which [NUMBER] are issued and outstanding as fully paid and non-assessable shares and an unlimited number of Class [SPECIFY] shares none of which are issued or outstanding; AND WHEREAS the authorized capital of [COMPANY NAME] consists of an unlimited number of preference shares of which [NUMBER] are issued and outstanding as fully paid and non-assessable shares and an unlimited number of common shares of which [NUMBER] are issued and outstanding as fully paid and non-assessable shares; NOW THEREFORE THIS AGREEMENT WITNESSES as follows: DEFINITIONS In this agreement: "Act" means the [YOUR COUNTRY] Business Corporations [ACT/LAW/RULE], as amended; "Agreement" means this amalgamation agreement; "Amalgamated Corporation" means the corporation continuing from the amalgamation of the Amalgamating Corporations; "Amalgamating Corporations" means [COMPANY NAME], the "First Party", [COMPANY NAME], the "Second Party", [COMPANY NAME], the "Third Party", [COMPANY NAME], the "Fourth Party", [COMPANY NAME], the "Fifth Party", and [COMPANY NAME], the "Sixth Party". THE AMALGAMATED CORPORATION Each of the Amalgamating Corporations agrees to amalgamate and to continue as one corporation as of [HOUR] on [DATE], as provided in this agreement. The name of the Amalgamated Corporation shall be [COMPANY NAME]. The registered office of the Amalgamated Corporation shall be in the Municipality of [SPECIFY] [STATE/PROVINCE] and located at [FULL ADDRESS], [STATE/PROVINCE] until changed in accordance with the Act. There shall be no restrictions on the business the Amalgamated Corporation may carry on or on the powers the Amalgamated Corporation may exercise. The by-laws of the Amalgamated Corporation shall not be those of any of the Amalgamating Corporations. A copy of the proposed by-laws of the Amalgamated Corporation may be examined at [FULL ADDRESS], [STATE/PROVINCE]. ISSUED AND OUTSTANDING SHARES OF THE AMALGATING CORPORATION The capital of the Amalgamated Corporation shall consist of an unlimited number of shares of one class designated as common shares. The issued and outstanding shares in the capital of the Amalgamating Corporations shall be respectively cancelled and/or converted into issued shares in the capital of the Amalgamated Corporation as follows: the [NUMBER] issued and outstanding Class [SPECIFY] shares of [COMPANY NAME], the "First Party", shall be converted into [NUMBER] issued and outstanding common shares of the Amalgamated Corporation on the basis of one Class [SPECIFY] share of [COMPANY NAME], the "First Party", for one common share of the Amalgamated Corporation; the [NUMBER] issued and outstanding common shares of [COMPANY NAME], the "First Party", shall be converted into [NUMBER] issued and outstanding common shares of the Amalgamated Corporation on the basis of one common share of [COMPANY NAME], the "First Party", for one common share of the Amalgamated Corporation;
