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R.S.M. 1990, c. 118
The Morden and North-Western Railway Company and Canadian Northern Railway Company Act
WHEREAS An Act to Authorize the Morden and North-Western Railway Company to Sell or to Amalgamate with the Canadian Northern Railway Company was assented to February 19, 1902;
WHEREAS the preamble to this Act when it was originally enacted provided as follows:
WHEREAS the Morden and North-Western Railway Company was incorporated by Chapter 61 of the Acts of the Legislature of Manitoba, passed in the year 1901, and has since constructed portions of the lines of railway authorized by the said Act;
AND WHEREAS the said company has presented a petition praying for authority to sell its lines and undertakings to the Canadian Northern Railway Company, or to amalgamate with that company, and it is expedient to grant the prayer of said petition;
AND WHEREAS it is considered advisable to continue this Act in the body of Manitoba's laws in its original form without revision;
AND WHEREAS the Minister of Justice has caused this Act to be prepared in English and French for re-enactment in accordance with a judgment dated June 13, 1985 and an order dated November 4, 1985 of the Supreme Court of Canada;
THEREFORE HER MAJESTY, by and with the advice and consent of the Legislative Assembly of Manitoba, enacts as follows:
The Morden and North-Western Railway Company may enter into an agreement with the Canadian Northern Railway Company for amalgamation with that company under the name of the Canadian Northern Railway Company, or may transfer by agreement of sale to the Canadian Northern Railway Company, on such terms as may be agreed on, its undertakings, rights, franchises, lines, assets and properties, real and personal.
A duplicate of any agreement made under this Act shall within thirty days after its execution be filed in the office of the Railway Commissioner of the Province of Manitoba, and notice thereof shall be given by the Canadian Northern Railway Company in The Manitoba Gazette, and the production of such Gazette containing such notice shall be prima facie evidence of the requirements of this Act having been complied with.
The agreement for amalgamation may prescribe the terms and conditions of the amalgamation and may provide for the mode of carrying it into effect, the mode of converting the capital stock of each company into that of the amalgamated company, and such other and additional terms and conditions as may be necessary or convenient for perfecting the new organization and the management and working thereof.
Any agreement made under this Act shall be submitted to the shareholders of each of the companies, parties thereto, at an annual general meeting, or at a special general meeting of each company called for the purpose of considering the same, at each of which meetings shareholders representing at least two-thirds in value of the capital stock of the company are present or represented by proxy; and, if such agreement be accepted and approved by resolution passed by two-thirds of the votes of the shareholders so present or represented by proxy, it may be executed and delivered, and shall be valid and binding according to its terms, and may be acted upon and carried out.
Upon the agreement of amalgamation being accepted and approved and executed and delivered as aforesaid the Canadian Northern Railway Company, as amalgamated, shall possess and be vested with all the powers, franchises, privileges, assets, rights, credits, effects and properties, real, personal and mixed, of whatever kind and wheresoever situated, belonging to, possessed by or vested in the Morden and North-Western Railway Company, or to which that company may be or become entitled.
Nothing in any agreement made under this Act or done in pursuance thereof shall take away or prejudice any claim, demand, right, security, cause of action, complaint or contract which any person has against or with either of the companies parties to such agreement, nor shall it relieve such company from any claim, demand, right, security, cause of action or complaint or contract, or from the payment or performance of any existing debt, liability, obligation, contract or duty.
No pending or future claim, action or proceeding by or against either of the said companies shall abate or be affected by such amalgamation, but for all the purposes of such claim, action or proceeding the amalgamated company may be substituted therein.
This Act shall come into force on the day it is assented to.
NOTE: This Act replaces S.M. 1902, c. 64.