210 Rights of dissenters

(1) A member of a company is entitled to payment of the fair value of his
shares upon dissenting from —

(a) a merger, if the company is a constituent company, unless the
company is the surviving company and the member continues
to hold the same or similar shares;

(b) a consolidation, if the company is a constituent company;

(c) any sale, transfer, lease, exchange or other disposition of more
than fifty per cent in value of the assets or business of the
company, if not made in the usual or regular course of the
business carried on by the company, but not including —

(i) a disposition pursuant to an order of the Court having
jurisdiction in the matter; or

(ii) a disposition for money on terms requiring all or
substantially all net proceeds to be distributed to the
members in accordance with their respective interests
within one year after the date of disposition;


(d) a redemption of his shares by the company pursuant to section 207; and

(e) an arrangement, if permitted by the Court.

(2) A member who desires to exercise his entitlement under subsection (1)
shall give to the company, before the meeting of members at which the
action is submitted to a vote, or at the meeting but before the vote, written
objection to the action; but an objection is not required from a member to
whom the company did not give notice of the meeting in accordance with
this Act or where the proposed action is authorised by written consent of
members without a meeting.

(3) An objection under subsection (2) shall include a statement that the
member proposes to demand payment for his shares if the action is taken.

(4) Within 21 days immediately following the date on which the vote of
members authorising the action is taken, or the date on which written
consent of members without a meeting is obtained, the company shall
give written notice of the authorisation or consent to each member who
gave written objection or from whom written objection was not required,
except those members who voted for, or consented in writing to, the
proposed action.

(5) A member to whom the company was required to give notice who elects
to dissent shall, within 21 days immediately following the date on which
the notice referred to in subsection (4) is given, give to the company a
written notice of his decision to elect to dissent, stating —

(a) his name and address;

(b) the number and classes of shares in respect of which he dissents;
and

(c) a demand for payment of the fair value of his shares,

and a member who elects to dissent from a merger under section 203 shall
give to the company a written notice of his decision to elect to dissent
within 21 days immediately following the date on which the copy of the
plan of merger or an outline thereof is given to him in accordance with
section 203.

(6) A member who dissents shall do so in respect of all shares that he holds
in the company.

(7) Upon the giving of a notice of election to dissent, the member to whom
the notice relates ceases to have any of the rights of a member except the
right to be paid the fair value of his shares.


(8) Within 7 days immediately following the date of the expiration of the
period within which members may give their notices of election to
dissent, or within 7 days immediately following the date on which the
proposed action is put into effect, whichever is later, the company or, in
the case of a merger or consolidation, the surviving company or the
consolidated company, shall make a written offer to each dissenting
member to purchase his shares at a specified price that the company
determines to be their fair value; and if, within 30 days immediately
following the date on which the offer is made, the company making the
offer and the dissenting member agree upon the price to be paid for his
shares, the company shall pay to the member the amount in money upon
the surrender of the certificates representing his shares.

(9) If the company and a dissenting member fail, within the period of 30 days
referred to in subsection (8), to agree on the price to be paid for the shares
owned by the member, within 21 days immediately following the date on
which the period of 30 days expires, the following shall apply —

(a) the company and the dissenting member shall each designate
an appraiser;

(b) the two designated appraisers together shall designate an
appraiser;

(c) the three appraisers shall fix the fair value of the shares owned
by the dissenting member as of the close of business on the day
prior to the date on which the vote of members authorising the
action was taken or the date on which written consent of
members without a meeting was obtained, excluding any
appreciation or depreciation directly or indirectly induced by
the action or its proposal, and that value is binding on the
company and the dissenting member for all purposes; and

(d) the company shall pay to the member the amount in money
upon the surrender by him of the certificates representing his
shares.

(10) Shares acquired by the company pursuant to subsection (8) or (9) shall
be cancelled but if the shares are shares of a surviving company, they
shall be available for reissue.

(11) The enforcement by a member of his entitlement under this section
excludes the enforcement by the member of a right to which he might
otherwise be entitled by virtue of his holding shares, except that this
section does not exclude the right of the member to institute proceedings
to obtain relief on the ground that the action is illegal.


(12) Only subsections (1) and (8) to (11) shall apply in the case of a
redemption of shares by a company pursuant to the provisions of section 207 and in such case the written offer to be made to the dissenting
member pursuant to subsection (8) shall be made within 7 days
immediately following the direction given to a company pursuant to
section 207 to redeem its shares.