Section 192 — Canada Business Corporations Act: Definition of arrangement

In this section, arrangement includes an amendment to the articles of a corporation; an amalgamation of two or more corporations; an amalgamation of a body corporate with a corporation that results in an amalgamated corporation subject to this Act; a division of the business carried on by a corporation; a transfer of all or substantially all the property of a corporation to another body corporate in exchange for property, money or securities of the body corporate; an exchange of securities of a corporation for property, money or other securities of the corporation or property, money or securities of another body corporate; a going-private transaction or a squeeze-out transaction in relation to a corporation; a liquidation and dissolution of a corporation; and any combination of the foregoing. For the purposes of this section, a corporation is insolvent where it is unable to pay its liabilities as they become due; or where the realizable value of the assets of the corporation are less than the aggregate of its liabilities and stated capital of all classes. Where it is not practicable for a corporation that is not insolvent to effect a fundamental change in the nature of an arrangement under any other provision of this Act, the corporation may apply to a court for an order approving an arrangement proposed by the corporation. In connection with an application under this section, the court may make any interim or final order it thinks fit including, without limiting the generality of the foregoing, an order determining the notice to be given to any interested person or dispensing with notice to any person other than the Director; an order appointing counsel, at the expense of the corporation, to represent the interests of the shareholders; an order requiring a corporation to call, hold and conduct a meeting of holders of securities or options or rights to acquire securities in such manner as the court directs; an order permitting a shareholder to dissent under section 190; and an order approving an arrangement as proposed by the corporation or as amended in any manner the court may direct. An applicant for any interim or final order under this section shall give the Director notice of the application and the Director is entitled to appear and be heard in person or by counsel. After an order referred to in paragraph (4)(e) has been made, articles of arrangement in the form that the Director fixes shall be sent to the Director together with the documents required by sections 19 and 113, if applicable. On receipt of articles of arrangement, the Director shall issue a certificate of arrangement in accordance with section 262. An arrangement becomes effective on the date shown in the certificate of arrangement.