182 (1) In this section, “arrangement”, with respect to a corporation, includes, (a)  a reorganization of the shares of any class or series of the corporation or of the stated capital of any such class or series, (b)  the addition to or removal from the articles of the corporation of any provision that is permitted by this Act to be, or that is, set out in the articles or the change of any such provision, (c)  an amalgamation of the corporation with another corporation, (d)  an amalgamation of a body corporate with a corporation that results in an amalgamated corporation subject to this Act, (e)  a transfer of all or substantially all the property of the corporation to another body corporate in exchange for securities, money or other property of the body corporate, (f)  an exchange of securities of the corporation held by security holders for other securities, money or other property of the corporation or securities, money or other property of another body corporate that is not a take-over bid as defined in Part XX of the Securities Act, (g)  a liquidation or dissolution of the corporation, (h)  any other reorganization or scheme involving the business or affairs of the corporation or of any or all of the holders of its securities or of any options or rights to acquire any of its securities that is, at law, an arrangement, and (i)  any combination of the foregoing.  R.S.O. 1990, c. B.16, s. 182 (1). Scheme of arrangement (2) A corporation proposing an arrangement shall prepare, for the approval of the shareholders, a statement thereof setting out in detail what is proposed to be done and the manner in which it is proposed to be done.  R.S.O. 1990, c. B.16, s. 182 (2). Adoption of arrangement (3) Subject to any order of the court made under subsection (5), where an arrangement has been approved by shareholders of a corporation and by holders of shares of each class or series entitled to vote separately thereon, in each case by special resolution, the arrangement shall have been adopted by the shareholders of the corporation and the corporation may apply to the court for an order approving the arrangement.  R.S.O. 1990, c. B.16, s. 182 (3). Separate votes (4) The holders of shares of a class or series of shares of a corporation are not entitled to vote separately as a class or series in respect of an arrangement unless the statement of the arrangement referred to in subsection (2) contains a provision that, if contained in a proposed amendment to the articles, would entitle such holders to vote separately as a class or series under section 170 and, if the statement of the arrangement contains such a provision, such holders are entitled to vote separately on the arrangement whether or not such shares otherwise carry the right to vote.  R.S.O. 1990, c. B.16, s. 182 (4). Application to court (5) The corporation may, at any time, apply to the court for advice and directions in connection with an arrangement or proposed arrangement and the court may make such order as it considers appropriate, including, without limiting the generality of the foregoing, (a)  an order determining the notice to be given to any interested person or dispensing with notice to any person; (b)  an order requiring a corporation to call, hold and conduct an additional meeting of, or to hold a separate vote of, all or any particular group of holders of any securities or warrants of the corporation in such manner as the court directs; (c)  an order permitting a shareholder to dissent under section 185 if the arrangement is adopted; (d)  an order appointing counsel, at the expense of the corporation, to represent the interests of shareholders; (e)  an order that the arrangement or proposed arrangement shall be deemed not to have been adopted by the shareholders of the corporation unless it has been approved by a specified majority that is greater than two-thirds of the votes cast at a meeting of the holders, or any particular group of holders, of securities or warrants of the corporation; and (f)  an order approving the arrangement as proposed by the corporation or as amended in any manner the court may direct, subject to compliance with such terms and conditions, if any, as the court thinks fit, and to the extent that any such order is inconsistent with this section such order shall prevail.  R.S.O. 1990, c. B.16, s. 182 (5). Same (5.1) A corporation that applies to the court under subsection (5) shall give the Director notice of the application, and the Director is entitled to appear before the court and be heard in person or by counsel. 2017, c. 20, Sched. 6, s. 22. Procedure (6) Where a reorganization or scheme is proposed as an arrangement and involves an amendment of the articles of a corporation or the taking of any other steps that could be made or taken under any other provision of this Act, the procedure provided for in this section, and not the procedure provided for in such other provision, applies to such reorganization or scheme.  R.S.O. 1990, c. B.16, s. 182 (6). (7) Repealed:  1994, c. 27, s. 71 (23). Section Amendments with date in force (d/m/y) 1994, c. 27, s. 71 (23) - 01/03/1995 2017, c. 20, Sched. 6, s. 22 - 19/10/2021