APPENDIX TO REPORT (1906) OF THE REGISTRAR OF LOAN CORPORATIONS. I. The Loan Corporations Act.-Clauses Relating to the Amalgamation of Loan Corporations and to the Purchase and Sale of Assets (R.S.O. 1897, c. 205, sections 40 to 49A with amendments to 1906, inclusive). II. The Loan Corporations Act.-Prohibitions and Penalties (R.S.O. 1897, c. 205, s. 117, with amendments to 1906, inclusive). III. Re People's Loan and Deposit Company.-Judgment of Magee, J., in High Court of Justice, Ontario, February 14th, 1906.. IV. Lennon v. Empire Loan and Savings Company et al.-Judgment of Meredith, J., in High Court of Justice, Ontario, November 8th, 1905. APPENDIX TO REPORT (1906) OF THE REGISTRAR OF LOAN CORPORATIONS. · I. THE LOAN CORPORATION ACT.-CLAUSES RELATING TO THE AMALGAMATION OF LOAN CORPORATIONS AND TO THE PURCHASE AND SALE OF ASSETS (R.S.O. 1897, c. 205, SECTIONS 40 TO 49A WITH AMENDMENTS TO 1906, INCLUSIVE). with other corporations and sell assets. 40. Any corporation such as is mentioned in subsection 2 of section 28 Power to unite may unite, merge, amalgamate and consolidate its stock, property, business and franchises with those of any other corporation incorporated or chartered to purchase or to transact a like business, and any other business in connection with such business, or with those of any building, savings or loan company or society heretofore or hereafter incorporated or chartered, or may sell its assets to any other such corporation which is hereby authorized to purchase the same, or may purchase the assets of any other such corporation which is hereby authorized to sell the same, and for the purpose of carrying out such purchase or sale, the corporation so purchasing may assume the liabilities of indemnity with the corporation or the individual shareholders thereof, or both as may be necessary, and may enter into all contracts and agreements necessary to such union, merger, amalgamation, consolidation, sale, purchase or acquisition. Directors may make agreement for amal 41.-(1) [As amended by 3 Edw. VII., c. 16, s. 4 (1), and by 6 Edw. VII, c. 19, s. 29 (1)]. The directors of any corporation such as is mentioned in subsection 2 of section 28, and of any other corporation such as is mentioned gamation or for purchase or in section 40 may enter provisionally into a joint agreement under the cor- sale of assets. porate seals of each of the said corporations, for the union, merger, amalgamation or consolidation of the said corporations, or for the sale or purchase by the one corporation of the assets of the other corporation; and the said agreement shall prescribe the terms and conditions thereof, the mode of carrying the same into effect, and, if the two corporations are to merge into one corporation, the name of the new, or of the continuing corporation, the number of directors and other officers thereof, and who shall be the first directors and officers thereof, the capital stock thereof the number of shares into which divided, the par value per share, the manner of converting the capital stock of each of the said corporations into that of the new or continuing corporation, with such other details as the directors of the several corporations deem necessary to perfect such new organization, and the union, merger, amalgamation and consolidation of the said corporations, and the after management and working thereof, or to perfect the terms or mode of payment for the assets, on the sale, purchase or acquisition of the assets of the one corporation by the other. In any agreement under this Act for the purchase and sale of assets the consideration may consist wholly Agreement to be subject to approval of shareholders. Notice of meeting to consider agreement. Proceedings to ratify agreement. Proviso. Who may vote. Ratified agree with Registrar for assent. or in part of partly-paid or of fully paid shares of the permanent capital stock of the purchasing corporation, and as to any such purchase and sale heretofore purporting to be made under this Act on such consideration and assented to as provided by section 44, it is hereby declared that such purchase and sale is valid and effectual to all intents and purposes whatsoever. (2) Such agreement, or if no agreement has been entered into, but an offer has been made by another company or society under its corporate seal for the purchase of the assets of the corporation, or if the corporation has made any offer under its corporate seal for the purchase of the assets of another incorporated company or society, then such offer shall be submitted to the shareholders of each of the said corporations at a meeting thereof, to be held separately for the purpose of taking the agreement or the offer into consideration. (3) Notice of the time and place of such meetings and the objects thereof shall be given by written or printed notice addressed to each shareholder of the said corporations respectively at his last known post office address or place of residence, and also by a general notice inserted in a newspaper published at the chief place of business of each of such corporations once a week for six successive weeks. The like notice, together with a copy of the proposed agreement shall be delivered to the Corporations Registrar at least one month before the date of either the meetings of shareholders called to consider it. 42. [As amended by 3 Edw. VII., c. 16, s. 4 (3)]. At such meetings of shareholders such agreement or offer shall be considered, and a vote by ballot taken for the ratification or acceptance, or for the rejection of the same, each share entitling the holder thereof to one vote unless otherwise provided by the by-laws of the said respective corporations, and the said ballots being cast in person or by proxy, and if two-thirds of the votes of all the shareholders of such corporations, representing not less than two-thirds in value of the paid-up capital or permanent stock of each, shall be for the ratification of the agreement or the acceptance of such offer, then that fact shall be certified upon the said agreement or offer by the secretary or manager of each of such corporations under the corporate seals thereof. Provided that the Lieutenant-Governor-in-Council in the case of a proposed purchase of assets, may by Order in that behalf dispense with the ratification or acceptance of the agreement by the shareholders of the purchasing corporation where it is shown to his satisfaction that, after due notice of the resolution or by-law proposed to be ratified, the shareholders have ratified a general resolution or by-law authorizing the purchase of the assets of any loan corporation upon the basis and within the limits specified in such by-law. 43. The shareholders who may vote at such meetings shall be those only whose names are duly entered in the books of the respective corporations at the date of the first publication of the notices calling such meetings, and they shall vote upon the shares only then standing in their respective names. 44. If the said agreement is so ratified or the said offer is so accepted ment to be filed at the respective meetings of the shareholders of each of the said corporations, the agreement so ratified or the offer so accepted, with the said certicates thereon shall be filed with the Corporations Registrar, and after the assent of the Lieutenant-Governor in Council thereto, the said agreement or |