Revised Laws of Saint Lucia (2021)

220.   Agreement for amalgamation

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    (1)   Each company proposing to amalgamate shall enter into an agreement setting out the terms and means of effecting the amalgamation, and in particular, setting out—

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      (a)     the provisions that are required to be included in articles of incorporation under section 5;

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      (b)     the name and address of each proposed director of the amalgamated company;

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      (c)     the manner in which the shares of each amalgamating company are to be converted into shares or debentures of the amalgamated company;

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      (d)     if any shares of an amalgamating company are not to be converted into shares or debentures of the amalgamated company, the amount of money or shares or debentures of any body corporate that the holders of those shares are to receive instead of shares or debentures of the amalgamated company;

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      (e)     the manner of payment of money instead of the issue of fractional shares of the amalgamated company or of any other body corporate the shares or debentures of which are to be received in the amalgamation;

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      (f)     whether the bye-laws of the amalgamated company are to be those of one of the amalgamating companies, and, if not, a copy of the proposed bye-laws; and

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      (g)     details of any arrangements necessary to perfect the amalgamation and to provide for the subsequent management and operation of the amalgamated company.

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    (2)   If shares of one of the amalgamating companies are held by or on behalf of another of the amalgamating companies, the amalgamation agreement shall provide for the cancellation of those shares when the amalgamation becomes effective, without any repayment of capital in respect thereof; and no provision may be made in the agreement for the conversion of those shares into shares of the amalgamated company.