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Merger or 90. (1) Two or more domestic corporations may merge or
consolidation consolidate as provided in this part.
of domestic
corporations
(2) The board of each corporation proposing to participate
in a merger or consolidation shall approve a plan of merger
or consolidation setting forth:
(i) The name of each constituent corporation, and if
the name of any of them has been changed, the
name under which it was formed; and the name of
the surviving corporation, or the name, or the
method of determining it, of the consolidated
corporation;
(ii) As to each constituent corporation, the
designation and number of outstanding shares of
each class and series, specifying the classes and
series entitled to vote and further specifying each
class and series, if any, entitled to vote as a class;
(iii) The terms and conditions of the proposed
merger or consolidation, including the manner and
basis of converting the shares of each constituent
corporation into shares, bonds or other securities of
the surviving or consolidated corporation, or the
cash or other consideration to be paid or delivered
in exchange for shares of each constituent
corporation, or a combination thereof,
(iv) In case of merger, a statement of any
amendment in the articles of incorporation of the
surviving corporation to be effected by such
merger; in case of consolidation, all statements
required to be included in articles of incorporation
for a corporation formed under this Ordinance,
except statements as to facts not available at the
time the plan of consolidation is approved by the
board; and
(v) Such other provisions with respect to the
proposed merger or consolidation as the board
considers necessary or desirable.
(3) The board of each constituent corporation, upon
approving such plan of merger or consolidation, shall
submit such plan to a vote of shareholders of each such
corporation in accordance with the following:
(i) Notice of the meeting, accompanied by a copy of
the plan of merger or consolidation, shall be given
to each shareholder, whether or not entitled to vote;
and
(ii) The plan of merger or consolidation shall be
authorized at a meeting of shareholders by vote of
the holders of a majority of outstanding shares
entitled to vote thereon, unless any class of shares
of any such corporation is entitled to vote thereon as
a class, in which event, as to such corporation, the
plan of merger or consolidation shall be approved
upon receiving the affirmative vote of the holders of
a majority of the shares of each class entitled to vote
thereon as a class and of the total shares entitled to
vote thereon. The shareholders of the outstanding
shares of a class shall be entitled to vote as a class if
the.plan of merger or consolidation contains any
provisions which, if contained in a proposed
amendment to articles of incorporation, would
entitle such class of shares to vote as a class.
(4) After approval of the plan of merger or consolidation by
the board and shareholders of each constituent corporation,
the articles of merger or consolidation shall be executed in
duplicate by each corporation by its president, vice
president or managing director and by its secretary or an
assistant secretary, and shall set forth:
(i) The plan of merger or consolidation, and, in case
of consolidation, any statement required to be
included in articles of incorporation for a
corporation formed under this Ordinance;
(ii) The date the articles of incorporation of each
constituent corporation were filed with the Registrar
of Companies; and
(iii) The manner in which the merger or
consolidation was authorized with respect to each
constituent corporation.
(5) The articles of merger or articles of consolidation shall
be filed with the Registrar of Companies in accordance
with the provisions of section 4 of Part 1.