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Chapter A-35 Current as of January 1, 2002 ALBERTA STOCK EXCHANGE RESTRUCTURING ACT

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1 ALBERTA STOCK EXCHANGE RESTRUCTURING ACT

Chapter A-35 HER MAJESTY, by and with the advice and consent of the Legislative Assembly of Alberta, enacts as follows:

Interpretation 1(1) In this Act, (a) “acquiring exchange” means the corporation that becomes the direct owner of all the assets of the continued exchange on completion of the acquisition transaction; (b) “acquisition transaction” m eans a winding-up, dissolution, liquidation or conveyance, whether occurring independently, concurrently or as part of a plan of arrangement that results in the acquiring exchange becoming the direct owner of all the assets of the continued exchange; (c) “continued exchange” mean s the corporation continued under

section 2; (d) “predecessor” means any corp oration or body corporate, all of the assets of which become directly owned by the acquiring exchange on the completion of the acquisition transaction, and includes the continued exchange; (e) “property” includes incorporeal property; (f) “rights” includes contractual rights.

(2) Unless a contrary intention appears, the words and expressions used in this Act have the same meanings as in the Business Corporations Act. 1999 cA-37.65 s1

RSA 2000

Section 2

Chapter A-35 ALBERTA STOCK EXCHANGE RESTRUCTURING ACT 2 Continuance of the ASE 2(1) The Alberta Stock Exchange may apply to the Registrar for a certificate of continuance in accordance with

section 273 of the Business Corporations Act as if it were an Alberta company.

(2) For the purposes of the continuance of The Alberta Stock Exchange as a corporation, (a)

section 273(1), (2), (8), (9) and (11) to (17) of the Business Corporations Act do not apply, and (

b) references to shareholders in the Business Corporations Act mean the members of The Alberta Stock Exchange. 1999 cA-37.65 s2 Rights and liabilities of acquiring exchange 3 On completion of the acquisition transaction, (

a) the acquiring exchange has all the rights, liabilities and obligations of its predecessors, (

b) any existing cause of ac tion, claim or liability to prosecution of a predecessor is unaffected and is assumed by the acquiring exchange, (

c) any civil, criminal or adm inistrative action or proceeding pending by or against a predecessor may continue to be prosecuted by or against the acquiring exchange, (

d) a conviction against or a ruling, order or judgment in fav our of or against a predecessor may be enforced by or against the acquiring exchange, and (

e) the property of every predecessor is the property of the acquiring exchange. 1999 cA-37.65 s3 Repeal 4 The Alberta Stock Exchange Act is repealed on Proclamation. 1999 cA-37.65 s4

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