CANADA

Prepare an Amalgamation Agreement between two Manitoba corporations with this easy-to-use template form.

• All transfers of shares in the amalgamated corporation require the consent of the directors.
• Any invitation to the public to subscribe for securities of the amalgamated corporation is prohibited.
• Alternate provisions for either canceling the issued and outstanding shares of the amalgamating corporations, or converting them into shares of the amalgamated corporation, whichever is applicable.
• The amalgamating corporations will jointly file any documents required by The Corporations Act (Manitoba).
• The agreement includes a schedule setting out the rights, restrictions and conditions of all share classes of the amalgamated corporation.
• This legal contract template is available as a downloadable, fully editable MS Word file.
• Intended for use only in the Province of Manitoba, Canada.

Amalgamate two related corporations with this easy-to-use Amalgamation Agreement for Ontario companies.

• The shares of each amalgamating company are to be converted into shares of the new corporate entity formed by the amalgamation.
• Each of the amalgamating companies contributes all of its assets and property to the new company.
• The number of shareholders of the new company will be limited to no more than 50.
• This legal contract template is available as a downloadable, fully editable MS Word file.
• Intended for use only in the Province of Ontario, Canada.

Track the steps required for a Long Form Amalgamation in the Province of Ontario with this ready-made checklist.

• If the amalgamation does not meet the requirements for a short form amalgamation, a long form amalgamation must be done.
• The checklist summarizes all the information, documents and actions that need to be compiled and completed in order to finalize the amalgamation.
• This Ontario Checklist for Long Form Amalgamation is a downloadable and fully editable MS Word template.

Track the steps required for a Short Form Horizontal Amalgamation in the Province of Ontario with this ready-made checklist.

• A short form horizontal amalgamation is an amalgamation of two or more subsidiaries of the same parent company.
• One of the subsidiary's structure will form the basis of the new amalgamated corporation.
• The checklist summarizes the information, documents and actions that need to be taken to complete the amalgamation.
• This checklist template is a downloadable and fully editable MS Word document.
• Intended for use only in the Province of Ontario, Canada.

Keep track of the steps required for a Short Form Vertical Amalgamation in the Province of Ontario with this ready-made checklist.

• A short form vertical amalgamation is an amalgamation of a holding company with one or more of its subsidiaries.
• The holding company's bylaws and articles will form the basis for the new amalgamated corporation.
• No securities will be issued and no assets distributed in connection with the amalgamation.
• The checklist summarizes the information, documents and actions that need to be taken to complete the amalgamation.
• This form is a downloadable and fully editable MS Word template.
• Intended for use only in the Province of Ontario, Canada.

Do a long form amalgamation of two Ontario corporations with this package of corporate documents, which contains:

1. Notice of special meeting of shareholders.
2. Special resolution approving the amalgamation.
3. Statement of Director or Officer as required by the Ontario Business Corporations Act.
4. Organizational resolutions and Minute Book documents for the amalgamated company.

All of the amalgamation forms are contained in one downloadable digital file ready for you to download and use.

Prepare the corporate documents and resolutions required for a short form horizontal amalgamation in Ontario with this package of forms, which contains:

1. Resolutions approving the amalgamation.
2. Statement of Director or Officer as required by the Ontario Business Corporations Act.
3. Organizational resolutions and Minute Book documents for the amalgamated company.

The Ontario Corporate Document Package for Short Form Horizontal Amalgamation is available in MS Word format.

Prepare the corporate documents and resolutions required for a short form vertical amalgamation in Ontario with this package of forms, which contains:

1. Corporate resolutions approving the amalgamation.
2. Statement of Director or Officer as required by the Ontario Business Corporations Act.
3. Organizational resolutions and Minute Book documents for the amalgamated company.

The Ontario Corporate Document Package for Short Form Vertical Amalgamation is available in MS Word format.

Make a takeover bid offer to purchase the securities of a publicly owned Canadian corporation with this customizable template.

• The purchaser reserves the right not to proceed if the offer is not accepted by sufficient security holders to represent a majority of the common shares of the corporation.
• The purchaser is not obligated to proceed if any undisclosed action results in a material change to the corporation.
• The terms of the takeover offer are for cash.
• If the purchaser acquires at least 90% of the outstanding securities, it will use any available statutory right of acquisition to acquire the remainder.
• Alternatively, it will propose an amalgamation or merger of the corporation with one of its affiliates, with the end result being that the corporation would no longer have any publicly held shares or securities convertible into shares.
• This legal form template is available in MS Word format and is fully editable to meet your needs.
• Intended for use only in Canada.

An Offering Circular must be distributed to the shareholders and security holders of any Canadian corporation which is the target of a takeover bid.

• The Circular contains information required by the shareholders, such as:
  • history of the offeror and a description of its business,
  • the purpose of the offering and the offeror's plans following the purchase,
  • beneficial ownership and trading of the offeror's securities,
  • securities subject to the offering,
  • effects of the offer on the market for the corporation's securities,
  • source of the offeror's funds for the purchase,
  • income tax considerations,
  • Competition Act legislation,
  • statutory rights of offerees.
• Available in MS Word format and fully editable.
• Intended for use only in Canada.