THIS AGREEMENT made as of the day of , 2 , (hereinafter called the “Agreement”).
[CORP1], a corporation continued under the laws of ____________________________,
(hereinafter called “[CORP1]”)
OF THE FIRST PART
- and -
[CORP2], a corporation incorporated under the laws of ____________________________,
(hereinafter called “[CORP2]”)
OF THE SECOND PART
A. [CORP1] was incorporated under the Business Corporations Act of Alberta (hereinafter called the
“Act”) by Articles of Incorporation filed and Certificate of Incorporation issued on
B. [CORP2] was incorporated under the Act by Articles of Incorporation filed and Certificate of
Incorporation issued on .
C. Acting under the authority of the Act, the parties hereto (hereinafter called the “Parties”) have
agreed to amalgamate on the terms and conditions hereinafter set out.
D. The Parties have made full and complete disclosure to each other of their respective assets and
E. It is desirable that the said amalgamation should be effected.
NOW THEREFORE FOR GOOD AND VALUABLE CONSIDERATION and the mutual covenants
hereunder, the receipt and sufficiency of all of which is hereby acknowledged, THE PARTIES AGREE
1. In this agreement the term “Amalgamated Corporation” shall mean the corporation continuing
from the amalgamation of [CORP1] and [CORP2].
2. [CORP1] and [CORP2] hereby agree to amalgamate under the provisions of Section _____ of the
Act and to continue as one (1) corporation under the terms and conditions hereinafter set out.
3. The name of the Amalgamated Corporation shall be:
4. The Amalgamated Corporation shall be authorized to issue the Classes and any maximum
number of shares as set out in Schedule “A” hereto, which shares shall have the preferences,
rights, conditions, restrictions, limitations or prohibitions set out in such Schedule “A”.
5. The right to transfer shares of the Amalgamated Corporation shall be restricted, in that no shares
of the Amalgamated Corporation shall be transferred without the express consent of a majority of
the directors, to be signified by a resolution passed by the board.
6. The Amalgamated Corporation shall have a minimum of two (2) and a maximum of seven (7)
7. There shall be no restrictions on the business which the Amalgamated Corporation may carry on.
8. The following other provisions shall apply to the Amalgamated Corporation:
(a) The Amalgamated Corporation shall not make a distribution to the public of any of its
(b) The maximum number of shareholders at any one time shall be limited to fifty (50), not
including persons who are in the employment of the Amalgamated Corporation or that of
an affiliate, and persons who, having been formerly in the employment of the
Amalgamated Corporation, were, while in that employment, and have continued after
the termination of that employment, to be shareholders of the Amalgamated Corporation,
two (2) or more persons holding one (1) or more shares jointly being counted as a single
(c) The Amalgamated Corporation may purchase or otherwise acquire shares issued by it.
(d) The Amalgamated Corporation shall have a lien on shares registered in the name of a
shareholder for a debt owed by that shareholder to the Corporation.
9. The first Directors shall be the persons whose names, addresses and resident Canadian status are
set out below:
Name Address Resident Canadian
The said first Directors shall hold office until the first meeting of the shareholders of the
Amalgamated Corporation, or until their successors are elected or appointed. The subsequent
Directors shall be elected or appointed thereafter in accordance with the provisions of the by-laws
of the Amalgamated Corporation.
10. The issued shares of the Parties shall be converted into issued shares of the Amalgamated
Corporation as follows:
(a) Except for all of the Class “ ” Common Shares of [CORP1] held by [CORP2], all
issued Class “ ” Common Shares of [CORP1] ( Class “ ” Common Shares) of [CORP1]
shall be converted, on the following basis:
(b) All of the issued Class “ ” Common Shares of [CORP2] ( Class “__” Common Shares)
shall be converted on the following basis:
(c) All of the Class “ ” Common Shares of [CORP1] held by [CORP2] (
Class “__” Common Shares) shall, upon the subject amalgamation becoming effective, be
cancelled without any repayment of capital in respect thereof, and such shares shall not
be converted into shares of the Amalgamated Corporation;
provided that if the aforesaid conversion shall result in the shareholders being entitled to a
specific number of shares plus a fractional interest then all such fractional interests shall be
allocated to the shareholders having a fractional interest greater than .
11. After the issue of a Certificate of Amalgamation giving effect to the amalgamation contemplated
by this Agreement, the shareholders of [CORP1] and of [CORP2] shall forthwith surrender the
certificates representing the shares of [CORP1] and [CORP2] held by them for cancellation and, in
return, shall be entitled to receive, without charge, certificates representing shares of the
Amalgamated Corporation on the basis aforesaid.
12. The by-laws of the Amalgamated Corporation shall be, to the extent not inconsistent with this
Agreement, those of _________________ [indicate which corporation’s bylaws will govern], until
repealed, amended, altered or added to.
13. Each of the Parties shall contribute to the Amalgamated Corporation all of its property and assets,
subject in each case to all its liabilities.
14. The Amalgamated Corporation shall possess all the property, assets, rights, privileges and
franchises and shall be subject to all the contracts, debts, liabilities and obligations of each of the
15. All rights of creditors against the property, assets, rights, privileges and franchises of the Parties
and all liens upon their property, rights and assets shall be unimpaired by such amalgamation,
and all debts, contracts, liabilities and duties of each of the Parties shall thenceforth attach to and
may be enforced against the Amalgamated Corporation.
16. No action or proceeding by or against [CORP1] or [CORP2] shall abate or be affected by such
amalgamation but, for all purposes of such action or proceeding, the name of the Amalgamated
Corporation shall be substituted in such action or proce