Examples of IPL Board in a sentence
Notwithstanding the unanimous recommendation of the IPL Board that IPL Shareholders vote in favour of the Arrangement Resolution, IPL Shareholders should make their own decisions whether to vote their IPL Common Shares in favour of the Arrangement Resolution and, if appropriate, should consult their own legal, tax, financial or other professional advisors in making that decision.
However, the Arrangement Resolution authorizes the IPL Board, without further notice to or approval of IPL Shareholders: (a) to amend the Arrangement Agreement or the Plan of Arrangement, to the extent permitted by the Arrangement Agreement and the Plan of Arrangement; and (b) subject to the terms of the Arrangement Agreement, to disregard the IPL Shareholders’ approval and not proceed with the Arrangement.
Nothing in the Arrangement Agreement shall prohibit IPL or the IPL Board from complying with Part 2 – Division 3 of NI 62-104 relating to the provision of directors’ circulars and making appropriate disclosure with respect thereto to IPL’s securityholders.
In addition, under the Arrangement Agreement, until the time that the Arrangement Resolution is approved by the IPL Shareholders, the IPL Board has retained the ability to consider and respond to Acquisition Proposals on the specific terms and conditions set forth in the Arrangement Agreement, and to accept a Superior Proposal in certain circumstances.
The IPL Board believes that the factors in favour of the Arrangement outweigh the risks and potential disadvantages, although there can be no assurance in this regard.
Further, the Non-NEO IPL Officers held an aggregate of 253,403 IPL RSUs and 230,998 IPL PSUs on May 31, 2021, which IPL Incentive Awards will be accelerated either pursuant to the terms and conditions of the applicable IPL Incentive Award Plan or by the IPL Board on the exercise of its powers in relation thereto.
The IPL Board realizes that there are risks associated with the Arrangement, including that some of the potential benefits set forth above may not be realized or that there may be significant costs associated with realizing such benefits.
The foregoing discussion of the information and factors considered and given weight by the IPL Board is not intended to be exhaustive.
The IPL Board has unanimously approved the Arrangement and the execution and performance of this Agreement.
Break FeeAs part of the Arrangement Agreement between IPL and Pembina, the IPL Board of Directors agreed to a C$350 million break fee in favor of Pembina when we believe this break fee is inappropriate as our superior proposal was already on the table.