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Formal Consolidation |  2006 RevEd
Amalgamation proposal
215B.—(1)  An amalgamation proposal shall contain the terms of an amalgamation under section 215A and, in particular —
(a)the name of the amalgamated company;
(b)the registered office of the amalgamated company;
(c)the full name and residential address of every director of the amalgamated company;
(d)the share structure of the amalgamated company, specifying —
(i)the number of shares of the amalgamated company;
(ii)the rights, privileges, limitations and conditions attached to each share of the amalgamated company; and
(iii)whether the shares are transferable or non-transferable and, if transferable, whether their transfer is subject to any condition or limitation;
(e)a copy of the memorandum of the amalgamated company;
(f)the manner in which the shares of each amalgamating company are to be converted into shares of the amalgamated company;
(g)if shares of an amalgamating company are not to be converted into shares of the amalgamated company, the consideration that the holders of those shares are to receive instead of shares of the amalgamated company;
(h)any payment to be made to any member or director of an amalgamating company, other than a payment of the kind described in paragraph (g); and
(i)details of any arrangement necessary to complete the amalgamation and to provide for the subsequent management and operation of the amalgamated company.
[21/2005]
(2)  An amalgamation proposal may specify the date on which the amalgamation is intended to become effective.
[21/2005]
(3)  If shares of one of the amalgamating companies are held by or on behalf of another of the amalgamating companies, the amalgamation proposal —
(a)shall provide for the cancellation of those shares without payment or the provision of other consideration when the amalgamation becomes effective; and
(b)shall not provide for the conversion of those shares into shares of the amalgamated company.
[21/2005]
(4)  A cancellation of shares under this section shall not be deemed to be a reduction of share capital within the meaning of this Act.
[21/2005]
(5)  For the purposes of subsection (1)(a), the name of the amalgamated company may be —
(a)the name of one of the amalgamating companies; or
(b)a new name that has been reserved under section 27(12).
[21/2005]
[NZ, 1993, s. 220; NZ LRC, s. 189]
Informal Consolidation | Amended Act 36 of 2014
Amalgamation proposal
215B.—(1)  An amalgamation proposal shall contain the terms of an amalgamation under section 215A and, in particular —
(a)the name of the amalgamated company;
(b)the registered office of the amalgamated company;
(c)the full name of every director of the amalgamated company;
[Act 36 of 2014 wef 03/01/2016]
(ca)the residential address or alternate address, as the case may be, of every director of the amalgamated company which is entered in the register of directors kept by the Registrar under section 173(1)(a) in respect of the company;
[Act 36 of 2014 wef 03/01/2016]
(d)the share structure of the amalgamated company, specifying —
(i)the number of shares of the amalgamated company;
(ii)the rights, privileges, limitations and conditions attached to each share of the amalgamated company; and
(iii)whether the shares are transferable or non-transferable and, if transferable, whether their transfer is subject to any condition or limitation;
(e)a copy of the constitution of the amalgamated company;
[Act 36 of 2014 wef 03/01/2016]
(f)the manner in which the shares of each amalgamating company are to be converted into shares of the amalgamated company;
(g)if shares of an amalgamating company are not to be converted into shares of the amalgamated company, the consideration that the holders of those shares are to receive instead of shares of the amalgamated company;
(h)any payment to be made to any member or director of an amalgamating company, other than a payment of the kind described in paragraph (g); and
(i)details of any arrangement necessary to complete the amalgamation and to provide for the subsequent management and operation of the amalgamated company.
[21/2005]
(2)  An amalgamation proposal may specify the date on which the amalgamation is intended to become effective.
[21/2005]
(3)  If shares of one of the amalgamating companies are held by or on behalf of another of the amalgamating companies, the amalgamation proposal —
(a)shall provide for the cancellation of those shares without payment or the provision of other consideration when the amalgamation becomes effective; and
(b)shall not provide for the conversion of those shares into shares of the amalgamated company.
[21/2005]
(4)  A cancellation of shares under this section shall not be deemed to be a reduction of share capital within the meaning of this Act.
[21/2005]
(5)  For the purposes of subsection (1)(a), the name of the amalgamated company may be —
(a)the name of one of the amalgamating companies; or
(b)a new name that has been reserved under section 27(12B).
[21/2005]
[Act 36 of 2014 wef 03/01/2016]
[NZ, 1993, s. 220; NZ LRC, s. 189]
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