112 (1) In this section, “arrangement” includes a reorganization of the authorized capital of a company and includes, without limiting the generality of the foregoing, the consolidation of shares of different classes, the reclassification of shares of a class into shares of another class and the variation of the terms, preferences, rights, conditions, restrictions, limitations or prohibitions attaching to shares of any class, and includes a reconstruction under which a company transfers or sells or proposes to transfer or to sell to another company the whole or a substantial part of its undertaking for a consideration consisting in whole or in part of shares or securities of the other company and in which it proposes to distribute a part of such consideration among its shareholders of any class or to cease carrying on its undertaking or the part of its undertaking so transferred or sold or so proposed to be transferred or sold. R.S.O. 1990, c. C.38, s. 112 (1). Court ordered meetings (2) Where an arrangement is proposed between a company and its shareholders or a class or classes of them affecting the rights of such shareholders or class or classes under the company’s letters patent or supplementary letters patent or by-laws, the court may, on application of the company or of a shareholder, order a meeting of the shareholders of the company or of the class or classes affected, as the case may be, to be held on twenty-one days notice, or such shorter time as the court directs, served in such manner as the court directs. R.S.O. 1990, c. C.38, s. 112 (2). Contents of notice calling meeting (3) Where a meeting of the shareholders or of any class or classes of shareholders is called under subsection (2), the notice calling the meeting shall contain a statement explaining the effect of the arrangement and in particular stating any interest of the directors of the company, whether as directors or as shareholders of the company or otherwise, and the effect thereon of the arrangement, in so far as it is different from the effect on the like interest of other persons. R.S.O. 1990, c. C.38, s. 112 (3). Sanction by court (4) If the shareholders of the company or of the class or classes affected, as the case may be, present in person or by proxy at the meeting, agree by at least three-fourths of the shares of each class represented to the arrangement either as proposed or as varied at the meeting, the arrangement may be sanctioned by the court and, if so sanctioned, the arrangement and any decrease or increase in the authorized capital and any provisions for the allotment or disposition thereof by sale or otherwise as therein set forth may be confirmed by supplementary letters patent and thereupon is binding on the company and on the shareholders of the company or on the class or classes of shareholders affected. R.S.O. 1990, c. C.38, s. 112 (4). Notice to dissenters (5) If dissenting votes are cast at the meeting and, despite such dissenting votes, the arrangement is agreed to by the shareholders or the class or classes represented in accordance with subsection (4) and unless the court in its discretion otherwise orders, the company shall notify each dissenting shareholder in such manner as the court directs of the time and place when application will be made to it for the sanction of the arrangement. R.S.O. 1990, c. C.38, s. 112 (5). Notice to Minister (6) An applicant under this section shall give the Minister notice of the application, and the Minister is entitled to appear before the court and be heard in person or by counsel. 2017, c. 20, Sched. 7, s. 25. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 7, s. 25 - 19/10/2021