Nevis Business Corporation Ordinance 1984 - Intax Info

under the provisions of this Ordinance with respect to the rights of
dissenting share- holders.
2) A certificate of merger or consolidation issued by the appropriate official of
the foreign jurisdiction.
(2) The effect of such merger or consolidation shall be the same as in the case of the merger or
consolidation of domestic corporations if the surviving or consolidated corporation is to be governed by the laws
of this jurisdiction. If the surviving or consolidated corporation is to be governed by the laws of any jurisdiction
other than Nevis, the effect of such merger or consolidation shall be the same as in the case of the merger or
consolidation of domestic corporations except insofar as the laws of such other jurisdiction provide otherwise.
(3) The effective date of a merger or consolidation in cases where the surviving or consolidated
corporation is to be governed by the laws of any jurisdiction other than Nevis shall be determined by the filing
requirements and laws of such other jurisdiction.
(4) The procedure for the merger of a subsidiary corporation or corporation under section 91 of Part X
shall be available where either a subsidiary corporation or the corporation owning at least ninety percent of the
outstanding shares of each class of a subsidiary is a foreign corporation, and such merger is permitted by the
laws of the jurisdiction under which such foreign corporation is incorporated.
Sale, lease exchange other disposition of assets
94.(1) A sale, lease, exchange or other disposition of all or substantially all the assets of a corporation, if not
made in or the usual or regular course of the business actually conducted of by such corporation, shall be
authorized only in accordance assets with the following procedure:
(i)
(ii)
(iii)
The board of directors shall approve the proposed sale, lease, exchange or other
disposition and direct its submission to a vote of shareholders;
Notice of meeting shall be given to each shareholder, whether or not entitled to vote;
and
At such meeting the shareholders may authorize such sale, lease, exchange or other
disposition and may fix or may authorize the board to fix any or all terms and
conditions thereof and the consideration to be received by the corporation therefor.
Such authorization shall require the affirmative vote of the holders of two-thirds of
the shares of the corporation entitled to vote thereon unless any class of shares is
entitled to vote thereon as a class, in which event such authorization shall require the
affirmative vote of the holders of a majority of the shares of each class of shares
entitled to vote as a class thereon and of the total shares entitled to vote thereon.
(2) The board of directors may authorize any mortgage or pledge of, or the creation of a security interest
in, all or any part of the corporate property, or any interest therein, wherever situated. Unless the articles of
incorporation provide otherwise, no vote or consent of shareholders shall be required to authorize such action by
the board of directors.
Right of dissenting shareholders to received payment for shares
95. Any shareholder of a corporation shall have the right to dissent from any of the following corporate
actions and receive payment of the fair value of his shares:
(i)
(ii)
Any plan of merger or consolidation to which the corporation is a party; or
Any sale or exchange of all or substantially all of the property and assets of the
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