Examples of IPL Common Shares in a sentence
Pembina may acquire the IPL Common Shares through a direct or indirectly wholly-owned Subsidiary, currently existing or to be organized under the laws of any jurisdiction in Canada ("AcquisitionCo").
The Parties agree that the Arrangement will be carried out with the intention that, and will use their reasonable best efforts to ensure that, the issuance of Pembina Common Shares to holders of IPL Common Shares under the Arrangement will qualify for the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) of the U.S. Securities Act.
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.
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.
Borrower agrees to reimburse Agent on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account or any other deposit account or investment account is established or any other bank, financial institution or other person involved in the transfer of funds to or from the Blocked Accounts arising out of Agent’s payments to or indemnification of such bank, financial institution or other person.
Any such certificate formerly representing IPL Common Shares not duly surrendered on or before the last Business Day prior to the third anniversary of the Effective Date shall cease to represent a claim by or interest of any former IPL Shareholder of any kind or nature against IPL, AmalCo or Pembina.
A Dissenting IPL Shareholder who is entitled to be paid by IPL the fair value of the holder's IPL Common Shares shall, pursuant to Section 3.1(b), be deemed to have transferred the holder's IPL Common Shares, (free and clear of any Encumbrances) to IPL for cancellation without any further act or formality notwithstanding the provisions of section 191 of the ABCA.
In calculating such fractional interests, all IPL Common Shares registered in the name of or beneficially held by such holders thereof or their nominee shall be aggregated.
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.
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%).