Examples of IPL Common Shares 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.
Upon completion of the Arrangement, assuming there are no Dissenting IPL Shareholders and that no IPL Common Shares or Pembina Common Shares are issued between the date of the Arrangement Agreement and the Effective Date, it is expected that there will be approximately 765 million Pembina Common Shares issued and outstanding.
Pembina and IPL shall proceed to effect a plan of arrangement under Section 193 of the ABCA pursuant to which, on the Effective Date, on the terms contained in the Plan of Arrangement, among other things, each holder of IPL Common Shares (other than those IPL Common Shares in respect of which the holder thereof has validly exercised Dissent Rights) shall receive, for each IPL Common Share, such number of Pembina Common Shares equal to the Exchange Ratio.
Each of the Parties agrees to take whatever steps are within its power to authorize and enable Acquireco to complete the exercise of the IPL Purchase Option and to acquire the IPL Common Shares pursuant thereto.
Under the terms of the Transaction, holders of IPL Common Shares ("IPL Shareholders") will, for each IPL Common Share held, receive 0.5 of a common share of Pembina (each whole share, a "Pembina Common Share").The Arrangement Agreement provides for customary non-solicitation covenants, subject to the fiduciary obligations of the board of directors of IPL (the "IPL Board"), and the right of Pembina to match any superior proposal (as defined in the Arrangement Agreement) within five business days.
The terms and conditions of the Current Brookfield Bid provide that no more than 23.0 million BIPC Shares may be issued in consideration for the IPL Common Shares.
No order, ruling or determination having the effect of suspending the sale of, or ceasing the trading of, the IPL Common Shares or any other securities of IPL has been issued by any Governmental Entity and is continuing in effect and no proceedings for that purpose have been instituted, are pending or, to the knowledge of IPL, are contemplated or threatened under any applicable Laws or by any other Governmental Entity.
It is also a condition in favour of Pembina that holders of not greater than 5% of the outstanding IPL Common Shares shall have validly exercised dissent rights with respect to the Transaction that have not been withdrawn at the effective date (unless Brookfield shall have validly exercised dissent rights with respect to the Transaction, in which case the relevant threshold is 15%).
Additionally, each Supporting IPL Shareholder has agreed to a number of negative covenants in furtherance of the consummation of the Arrangement, including an agreement not to tender (or agree to tender) any IPL Common Shares to the Original Brookfield Bid (or any amendment thereto, including the Current Brookfield Bid) or to any other take-over bid made for the IPL Common Shares, and to otherwise support the Arrangement.
On June 1, 2021, Pembina and IPL announced that they entered into an arrangement agreement (the "Arrangement Agreement") dated May 31, 2021 pursuant to which Pembina will acquire all of the issued and outstanding common shares of IPL ("IPL Common Shares") pursuant to a court approved plan of arrangement under the Business Corporations Act (Alberta) (the "Transaction").