189 (1) Where 90 per cent or more of a class of securities of a corporation, other than debt obligations, are acquired by or on behalf of a person, the person’s affiliates and the person’s associates, then the holder of any securities of that class not counted for the purposes of calculating such percentage shall be entitled in accordance with this section to require the corporation to acquire the holder’s securities of that class.  R.S.O. 1990, c. B.16, s. 189 (1). Notice (2) Every corporation, within thirty days after it becomes aware that security holders are entitled to require it to acquire their securities under subsection (1), shall send a written notice to each such security holder that the security holder may within sixty days after the date of such notice require the corporation to acquire his, her or its securities.  R.S.O. 1990, c. B.16, s. 189 (2). Idem (3) The notice sent by the corporation under subsection (2) shall, (a)  set out a price that the corporation is willing to pay for the securities; (b)  give the basis for arriving at the price; (c)  state the location where any supporting material used for arriving at the price may be examined and extracts taken therefrom by the security holder or a duly authorized agent; and (d)  state that if the security holder is not satisfied with the price offered by the corporation in the notice, the security holder is entitled to have the fair value of his, her or its securities fixed by the court.  R.S.O. 1990, c. B.16, s. 189 (3). Election by security holder (4) Where a security holder receives a notice under subsection (2) and wishes the corporation to acquire his, her or its securities, the security holder may, within sixty days after the date of the notice, (a)  elect to accept the price offered by the corporation by giving notice of acceptance to the corporation and by forthwith sending his, her or its security certificates to the corporation; or (b)  notify the corporation that the security holder wishes to have the fair value of his, her or its securities fixed by the court.  R.S.O. 1990, c. B.16, s. 189 (4). Application to fix fair value (5) Where a security holder wishes to have the fair value of his, her or its securities fixed by the court, the corporation shall make an application to the court within ninety days after the date of the notice under subsection (2).  R.S.O. 1990, c. B.16, s. 189 (5). Idem (6) If a corporation fails to send notice under subsection (2), a security holder, after giving the corporation thirty days notice of intention so to do, may apply to the court to have the fair value of his, her or its securities fixed.  R.S.O. 1990, c. B.16, s. 189 (6). Idem (7) If a corporation fails to make an application to the court as required under subsection (5), a security holder may make the application.  R.S.O. 1990, c. B.16, s. 189 (7). Parties (8) Upon an application to the court under subsection (5), (6) or (7), (a)  all security holders who have notified the corporation under clause (4) (b) may be joined as parties as the court thinks fit and, if so joined, are bound by the decision of the court; and (b)  the corporation shall notify each security holder entitled to notice under subsection (2) of the date, place and purpose of the application and of the security holder’s right to appear and be heard in person or by counsel.  R.S.O. 1990, c. B.16, s. 189 (8). Idem (9) Upon an application to the court under subsection (5), (6) or (7), the court may determine whether any security holders should properly be sent or have been sent notice and whether such security holders should be joined as parties.  R.S.O. 1990, c. B.16, s. 189 (9). Appointment of appraiser (10) The court may appoint one or more appraisers to assist the court in fixing a fair value for the securities.  R.S.O. 1990, c. B.16, s. 189 (10). Final order (11) The final order of the court shall be made against the corporation in favour of each entitled security holder.  R.S.O. 1990, c. B.16, s. 189 (11). Security not required (12) A security holder requesting the court to fix the fair value of his, her or its securities is not required to give security for costs on the application.  R.S.O. 1990, c. B.16, s. 189 (12). Costs (13) The costs under this section shall be on a substantial indemnity basis.  2011, c. 1, Sched. 2, s. 1 (18). Section Amendments with date in force (d/m/y) 2011, c. 1, Sched. 2, s. 1 (18) - 31/12/2015