Bank Act

Marginal note:Amalgamation agreement

• 224 (1) Each applicant proposing to amalgamate shall enter into an amalgamation agreement.

• Marginal note:Contents of agreement

  (2) Every amalgamation agreement shall set out the terms and means of effecting the amalgamation and, in particular,

  • (a) the name of the amalgamated bank and the province in which its head office is to be situated;

  • (a.1) if the amalgamated bank is to be a federal credit union, a statement that the amalgamated bank will be organized and carry on business on a cooperative basis in accordance with section 12.1;

  • (b) the name and place of ordinary residence of each proposed director of the amalgamated bank;

  • (c) the manner in which the shares or membership shares of each applicant are to be converted into shares or other securities, or into membership shares, of the amalgamated bank;

  • (d) if any shares or membership shares of an applicant are not to be converted into shares or other securities, or into membership shares, of the amalgamated bank, the amount of money or securities that the holders of those shares are to receive in addition to or in lieu of shares or other securities, or membership shares, of the amalgamated bank;

  • (e) the manner of payment of money in lieu of the issue of fractional shares of the amalgamated bank or of any other body corporate that are to be issued in the amalgamation;

  • (f) the proposed by-laws of the amalgamated bank;

  • (g) details of any other matter necessary to perfect the amalgamation and to provide for the subsequent management and operation of the amalgamated bank; and

  • (h) the proposed effective date of the amalgamation.

• Marginal note:Cross ownership of shares

  (3) If shares or membership shares of one of the applicants are held by or on behalf of another of the applicants, other than shares or membership shares held in the capacity of a personal representative or by way of security, the amalgamation agreement must provide for the cancellation of those shares or membership shares when the amalgamation becomes effective without any repayment of capital in respect of them, and no provision may be made in the agreement for the conversion of those shares or membership shares into shares or membership shares of the amalgamated bank.