AMALGAMATION.

SCHEME I.

In the following case company A. and company B. C. are desirous of amalgamating the directors of the latter have full power to acquire the assets of the former, and there is a sufficient number of unissued shares in the B. company for the purposes of the agreement. The agreement will be as follows:

Forms.

AN AGREEMENT made the

day of

between Parties.

A., of

on behalf of the A. Company, Limited, (hereinafter called the A. Company) of the one part, and the B.C. Company, Limited (hereinafter called the B. Company) of the other part. WHEREAS (recite incorporation of A. Company: capital 40,000l., Recitals. in 201. shares, with 10l. paid up; all the shares issued and fully paid up): AND WHEREAS the B. Company was incorporated in the year under the Companies Acts, 1862 and 1867: AND WHEREAS the nominal capital of the B. Company is 60,0007., divided into 6,000 shares of 107. each, whereof 3,000 and no more have been issued and now stand credited in the books of the B. Company as having been fully paid up: AND WHEREAS it is intended to procure the A. Company to pass special resolutions for a voluntary winding up, appointing liquidators, and directing them to adopt and carry into effect this agreement: Now IT IS HEREBY AGREED as follows:

1. This agreement is conditional. [Supra, p. 494.]

Condition.

2. The A. Company shall sell and the B. Company shall Agreement to purchase all and singular. [Supra, p. 494.]

3. As a part. [Supra, p. 494.]

4. As a further part. [Supra, p. 490.]

5. As a further part of the consideration for the said sale the B. Company shall, within three months from the adoption hereof by the liquidators of the old company with such sanction as aforesaid pay to the sum of -7., and to

the sum of 1., to

and

the sums of

-1.

apiece, such sums to be accepted by the said persons in full

sell.

Debts of A.
Company to
be paid.
Costs of wind-

ing up.
Compensation

to officers of A. Company.

Forms.

Allotment of shares to members of

discharge of all claims by them respectively upon the A. Company for loss of office occasioned by the winding up thereof.

The above clause provides for payments to some of the officers of the A. company. See supra, p. 535, as to the validity of such a stipulation.

6. As the residue of the consideration for the said sale, the B. Company shall allot to or to the nominee or nominees of A. Company. every member of the A. Company who shall require the B. Company so to do, one of its 107. shares on which the sum of 10. shall be credited as having been paid up, in respect of every 207. share in the A. Company held by him.

Power to rescind.

When A. to be discharged from liability.

7—11. [Ut supra, p. 494 et seq., clauses 6 to 10 inclusive.] 12. If this agreement shall not before the day of next be adopted by the liquidators of the A. Company, with the sanction of a special resolution of that company, either of the parties hereto may, upon giving one week's notice in writing to the other, rescind the same.

13. When and so soon as this agreement [Supra, p. 495]. 14. Notwithstanding anything herein contained. [Supra, p. 491.]

15. These presents are intended to operate as an agreement only and not as a conveyance, transfer, or assignment [See supra, p. 492].

16. If any [Supra, p. 492].

AS WITNESS the hands of the said A., and of R. D., one of the directors of the B. Company, on its behalf, the day and year first above written.

In incorporating the clauses above referred to, they must be modified by substituting "A." and "B." for the words "old" and "new" where

necessary.

The resolutions to be passed by the A. Company may be as follows :—

1. That it is expedient to effect an amalgamation of this company with the B. C. Company, Limited.

2. That the company be wound up voluntarily, and that and be and they are hereby appointed liquidators for the purpose of such winding up.

3. That the conditional agreement submitted to this meeting be and the same is hereby approved, and that the liquidators be and they are hereby authorised to adopt the said agreement and carry the same into effect.

The following is another mode in which such an amalgamation as that above (p. 541) contemplated may be carried into effect. See further, supra, p. 530, et seq.

AN AGREEMENT made the

day of

between Parties.

and, the liquidators of the A. Company, Limited (hereinafter called the A. Company) of the first part, the A. Company of the second part, and the B. C. Company, Limited, (hereinafter called the B. Company) of the third part.

WHEREAS, &C.
AND WHEREAS, &c.

}

same as first two recitals, supra, p. 541. Recitals.

AND WHEREAS by special resolution of the A. Company, passed and confirmed at general meetings thereof, held respectively

on the day of and day of -, it was resolved

that the old company be wound up voluntarily, and that the said

and be and they were thereby appointed liquidators for the purposes of such winding up, and it was resolved that the draft agreement in the said resolution mentioned, being the draft of these presents, be and the same was thereby approved, and that the said liquidators be and they were thereby authorised to enter into an agreement with the B. C. Company in the terms of the said draft, and to carry the same into effect: NOW IT IS HERERY AGREED as follows:

for sale.

1. The A. Company and its liquidators shall sell, and Agreement the B. C. Company shall purchase. [Supra, p. 489, mutatis mutandis, but omitting the saving clause ad fin.]

2. As a part.

3. As a further part.

4. As a further part. mutandis.]

5. As the residue

}

[Supra, p. 490, Clauses 2 and 3,

mutatis mutandis.]

[Supra, p. 541, Clause 5, mutatis

6. If the liquidators }[Supra, p. 543, mutatis mutandis.]

7. The B. C. Company shall accept [supra, p. 491, mutatis mutandis.]

8. The A. Company

9. Provided always

[Supra, p. 491, Clauses 7 and 8,
mutatis mutandis.]

10. These presents. [Supra, p. 492.]

11. If any. [Supra, p. 492, mutatis mutandis.]

IN WITNESS whereof the said

and

have hereunto

set their hands, and the respective common seals of the said

Forms.

companies, parties hereto, have been hereunto affixed the day and year first above written.

SCHEME III.

In the following case three companies, A., B., and C., desire to amalgamate. The transaction is to be effected by the winding-up of A. and B., and sale to C., which is to carry on the amalgamated business. Company C. has issued all its shares, and the capital must therefore be increased in order to effect the amalgamation. One of the terms of the arrangement is that two of the directors of each of the A. and B. companies shall be appointed directors of the C. company. In such a case one mode of effecting the transaction is as follows:

Two draft agreements between the A. and B. companies, respectively, and the C. company will be prepared. They will be in the form of that given, supra, p. 541, mutatis mutandis.

These drafts will be submitted to the C. company, which will pass the following special resolutions :

RESOLUTIONS OF C. COMPANY.

1. That it is expedient to effect an amalgamation of this company with the A. Company, Limited, and with the B. Company, Limited.

2. That the following draft agreements, submitted to this meeting, namely:

(a.) A draft agreement, dated, &c., and expressed to be made between N., on behalf of the A. Company, Limited, of the one part, and this company of the other part:

(b.) A draft agreement, dated, &c., and expressed to be made between R., on behalf of the B. Company, Limited,

of the one part, and this Company of the other part: be and they are hereby approved, and that the directors be and they are hereby authorised to execute agreements in the terms of the said drafts respectively, and to carry the same into effect.

3. That the capital of this company be increased to 1. by the creation of new shares of -7. each.

4. That the directors be and they are hereby authorised, upon the adoption of the said first mentioned agreement by the liquidators of the A. Company, Limited, with the sanction of a special resolution of that company, to appoint and two of the present directors of the said company, to be directors of this company.

5. That. [Similar resolution as to B. Company.]

6. That the following clause be substituted for Clause of the articles of association of this company, namely: "The number of directors of the company shall not exceed 12, and shall not be less than 7."

The A. and B. Companies will then pass special resolutions as above, p. 542, and the liquidators will in due course adopt the agreements, which will be carried into effect.

The clause in the agreements as to the appointment of the directors will be as follows:

66

Upon the adoption of this agreement by the liquidators of the [A.] Company with the sanction of a special resolution of that company, two of the present directors thereof, shall be appointed directors of the C. Company."

and

This clause can of course be modified so as to enable the A. Company in general meeting to select the two directors, or to enable the directors of that company to do so.

SCHEME IV.

In this case Company A. and Company B. desire to amalgamate, and for divers reasons it is necessary to effect this by the formation of a new company to absorb the old ones, supra, p. 532.

An agreement, expressed to be made between the A. and B. Companies and the liquidators thereof respectively, and the new company will be prepared. See form of agreement, infra, p. 550, or there may be two separate agreements each similar to that supra, p. 543.

Each of the A. and B. Companies will then pass a special resolution as follows:

That. [Amalgamation expedient, supra, p. 542.]

1. That, &c. [Wind up and appointment of liquidators.] 2. That the said liquidators be and they are hereby authorised to consent to this registration of a new company to be named "The A. and B. Company, Limited," with a memorandum and articles of association, which have been already prepared with the privity and approval of the directors of this company.

3. That the draft agreement expressed to be made between the liquidators of this company of the first part, this company of the second part, the liquidators of the B. Company, Limited, of the third part, the B. Company, Limited, of the fourth part, and the A. and B. Company, Limited, of the fifth part, be and the same is hereby approved, and that the said liquidators be and they are hereby directed to enter into an agreement on behalf of this company in the terms of the said draft, and to carry the same into effect.

Forms.

NN