HomeMy WebLinkAboutCS 29-03
REPORT TO FINANCE &
OPERATIONS COMMITTEE
Report Number: CS 29-03
Date: June 12, 2003
From:
Gillis A. Paterson
Director, Corporate Services & Treasurer
Subject:
First Amending Agreement - Veridian Corporation Shareholders'
Agreement
Recommendation:
1.
It is recommended that Report C S 29-03 0 f the 0 irector, Corporate Services &
Treasurer be received and that:
2.
the attached By-law be read three times and passed by Council; and,
3.
the appropriate officials of the City of Pickering be given authority to give effect
thereto.
Executive Summary:
Not applicable
Financial Implications:
None
Background: Passing of the By-law provides the authority for the Mayor and the
Clerk to execute the First Amending Agreement. This Agreement amends the
Shareholders Agreement in order to allow any member of the Board to be nominated as
Chair or Vice Chair. This will allow such participation by the Belleville representative
(the Mayor). Also, reference to the Executive Committee of Veridian Corporation is
being removed as the Committee is no longer active. These changes were approved
by the Board of Directors at its meeting of June 12, 2003.
Attachments:
1.
By-law to Approve and Authorize the Execution of an Amendment to the
Shareholders' Agreement
Report CS 29-03
Date: June 12, 2003
Subject: First Amending Agreement - Veridian Shareholders' Agreement
Page 2
Prepared I Approved I Endorsed By:
r-ì
d~7 1.
~~C~="
--
Gillis A. Paterson
Director, Corporate SeNices & Treasurer
GAP :vw
Attachment
Copy: Chief Administrative Officer
Recommended for the consideration of
Pickering City Council
l'
f'
>'
. '
5.1
Schedule "A"
FIRST AMENDING AGREEMENT TO
SHAREHOLDERS' AGREEMENT
THIS FIRST AMENDING AGREEMENT made as of the 12th day of June, 2003.
BETWEEN:
The Corporation of the Town of Ajax, a municipal corporation existing under
the laws of Ontario
("Ajax")
- and -
The Corporation of the City of Belleville, a municipal corporation existing
under the laws of Ontario
("Belleville")
- and -
The Corporation of the Municipality of Clarington, a municipal corporation
existing under the laws of Ontario
("Clarington")
- and -
The Corporation of the City of Pickering, a municipal corporation existing
under the laws of Ontario
("Pickering")
- and -
Veridian Corporation, a corporation existing under the laws of Ontario
("YC")
- and -
V eridian Connections Inc., a corporation existing under the laws of Ontario
("YCI")
- and -
V eridian Energy Inc., a corporation existing under the laws of Ontario
("YEI")
6.
7.
8.
5.1.Ji
- 2-
(Ajax, Belleville, Clarington, Pickering, VC, VCl and VEl are collectively
referred to herein as the "Parties")
RECITALS:
A.
The Parties entered into a shareholders' agreement made as of the 28th day of September,
2001 (the "Shareholders' Agreement");
B.
The Parties wish to amend the Shareholders' Agreement to permit a Belleville nominee
to serve as the Chair or Vice-Chair of the board of directors of VC (the "Board") and to
delete the provisions of the Shareholders' Agreement relating to the executive committee
of the Board;
NOW THEREFORE THIS FIRST AMENDING AGREEMENT WITNESSES that
in consideration of the respective covenants and agreements herein contained and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
Parties agree as follows:
1.
All capitalized terms used in this First Amending Agreement and not defined herein shall
have the meanings given to them in the Shareholders' Agreement.
2.
All references herein to Sections and Subsections are references to Sections and
Subsections in the Shareholders' Agreement unless otherwise stated herein.
....
:).
Subsection 3.2(b) is hereby amended by deleting the following sentence:
"The Chair and Vice-Chair shall be elected from Ajax, Clarington and/or
Pickering nominees to the Board."
4.
Subsection 3.3(a) is hereby amended by deleting in its entirety Subsection 3.3(a).
5.
Except as expressly set out herein, the Shareholders' Agreement remains in full force and
effect, unamended.
This First Amending Agreement shall be governed by and construed in accordance with
the laws of Ontario.
This First Amending Agreement shall enure to the benefit of, and be binding on, the
Parties and their respective successors and permitted assigns.
This First Amending Agreement may be executed in any number of counterparts, each of
which will be deemed to be an original and all of which taken together will be deemed to
constitute one and the same agreement.
5.1.2
- 3 -
IN WITNESS WHEREOF the Parties by their duly authorized representatives have
executed this First Amending Agreement as of the day and year first above written.
THE CORPORATION OF THE TOWN OF AJAX
By:
Name: Steve Parish
Title: Mayor
cis
By:
Name: Marty deRond
Title: Clerk
cis
THE CORPORATION OF THE CITY OF
BELLEVILLE
By:
Name: George A. Zegouras
Title: Mayor
cis
By:
Name: Jary Plamondon
Title: City Clerk
cis
THE CORPORATION OF THE MUNICIPALITY OF
CLARINGTON
By:
Name: John Mutton
Title: Mayor
cis
By:
Name: Patti Barrie
Title: Clerk
cis
- 4 -
THE CORPORATION
PICKERING
OF
THE
CITY
By:
Name: Wayne Arthurs
Title: Mayor
By:
Name: Bruce Taylor
Title: Clerk
VERIDIAN CORPORATION
By:
Name: John Wiersma
Title: President
By:
Name: James Mason
Title: Chair
VERIDIAN CONNECTIONS INC.
By:
Name: John Wiersma
Title: President
By:
Name: Jim McMaster
Title: Chair
VERIDIAN ENERGY INc.
By:
Name: John Wiersma
Title: President
By:
Name: Jim Witty
Title: Chair
cis
: :ODMA IPCDOCSICCTI4224 7013
5.1.3
OF
cis
cis
cis
cis
cis
cis
cis
,
:i
"
Ii
,¡
'i
:1
!I
Ii
\\
II
II
II
II
II
II
Ii
¡I
1
I
I
I
II
II
I
I
I
II
II
II
i
I
I
¡
I
I,
I
I
THE CORPORATION OF THE CITY OF PICKERING
BY-lAW NO.
103
Being a by-law to approve and authorize the execution of an amendment
made as of the 12th day of June, 2003 to the shareholders' agreement
made as of the 28th day of September, 2001 amongst The Corporation of
the Town of Ajax, The Corporation of the City of Belleville, The
Municipality of Clarington, The Corporation of the City of Pickering,
Veridian Corporation, Veridian Connections Inc. and Veridian Energy Inc.
WHEREAS The Corporation of the Town of Ajax ("Ajax"), The Corporation of the City of
Belleville ("Belleville"), The Municipality of Clarington ("Clarington") and The Corporation
of the City of Pickering ("Pickering") entered into a shareholders' agreement (the
"Shareholders' Agreement") made as of the 28th day of September, 2001 with Veridian
Corporation, Veridian Connections Inc. and Veridian Energy Inc.;
AND WHEREAS the parties to the Shareholders' Agreement wish to amend the same
to (a) provide that the chair and vice-chair of Veridian Corporation may be anyone of
the nominees to its board; and (b) remove the provisions relating to an executive
committee of Veridian Corporation;
NOW THEREFORE THE COUNCil OF THE CORPORATIONOF THE CITY OF
PICKERING ENACTS AS FOllOWS:
1.
That Council authorizes and approves the first amending agreement to the
Shareholders' Agreement (the "First Amending Agreement") made as of the 12th
day of June, 2003 amongst Ajax, Belleville, Clarington and Pickering, as the
shareholders of Veridian Corporation, and Veridian Corporation, Veridian
Connections Inc. and Veridian Energy Inc. in the form of the draft agreement
presented to Council and attached hereto as Schedule "A".
2.
That the Mayor and the Clerk are authorized to execute the First Amending
Agreement.
3.
That the Clerk is authorized to affix the Corporate Seal of The Corporation of the
City of Pickering to the First Amending Agreement.
By-law read a first, second and third time and finally passed this 23rd day of June, 2003
Wayne Arthurs, Mayor
Bruce Taylor, Clerk
I
II
I
I
I
II
II
Ii
I: