HomeMy WebLinkAboutBy-law 5888/01THE CORPORATION OF THE CITY OF PICKERING
BY-LAW NO. 5888/01
Being a by-law to approve an agreement of the shareholders of Vetidian
Corporation and the Corporation of the City of Picketing, an agreement amending
the merger agreement dated November 3, 2000, as amended, among the
shareholders of Veridian Corporation et al. and an agreement respecting the
amendment and replacement of promissory notes issued by Veridian Corporation,
Veridian Connections Inc. and two of the successor corporations to the electricity
distribution business of the Corporation of the City of Pickering.
WHEREAS the Corporation of the Town of Ajax ("Ajax"), the Corporation of the City of
Belleville ("Belleville"), the Corporation of the Municipality of Clarington ("Clatington"), the
Corporation of the City of Picketing ("Picketing"), Veridian Corporation, Veridian Connections
Inc., Vetidian Energy Inc., 1437864 Ontario Limited, Belleville Electric Corporation and
1444141 Ontario Limited entered into a merger agreement dated November 3, 2000 as amended
by a merger amending agreement dated as of June 20, 2001 (collectively the "Merger
Agreement");
AND WHEREAS the parties to the Merger Agreement wish to amend the same in accordance
with the terms set out in the form of agreement attached hereto as Schedule A;
AND WHEREAS following the amalgamation of Veridian Corporation and 1437864 Ontario
Limited pursuant to the terms of the Merger Agreement, Belleville, Ajax, Picketing and
Clarington (collectively the "Municipalities") shall be the owners of all the issued and outstanding
shares of the amalgamated entity continuing as Veridian Corporation CVC Amalco");
AND WHEREAS the Municipalities wish to enter into a shareholders' agreement to provide for
the conduct of certain affairs of VC Amalco and its subsidiary corporations, to provide for certain
restrictions on the transfer and ownership of shares in the capital of VC Amalco and to govern the
mutual rights and obligations of the Municipalities with respect to VC Amalco and its subsidiary
corporations and each other in the form of agreement attached hereto as Schedule B;
AND WHEREAS following the completion of the transactions contemplated by the Merger
Agreement, the Municipalities, Veridian Corporation, Vetidian Energy Inc. and Veridian
Connections Inc. will desire to amend the existing promissory notes held by each of the
Municipalities in connection with the electricity distribution businesses of their successor
corporations on the terms set out in the form of agreement attached hereto as Schedule C;
NOW THEREFORE THE COUNCIL OF THE CORPORATION OF THE CITY OF
PICKERING HEREBY ENACTS AS FOLLOWS:
The execution of the Second Merger Amending Agreement by the Mayor and Clerk, in the
form attached hereto as Schedule A, forming part of this by-law is hereby ratified and
confirmed.
The execution of the Shareholders' Agreement by the Mayor and the Clerk, in the form
attached hereto as Schedule B, forming part of this by-law, is hereby ratified and
confirmed.
The execution of the First Note Replacement Agreement by the Mayor and the Clerk, in
the form attached hereto as Schedule C, forming part of this by-law, is hereby ratified and
confirmed.
By-law read a first, second and third time and finally passed this first day of October, 2001.
Wayne Arthurs, Mayor -~ · . ....... : ~- '-~
r, Clerk
Attached.
SCHEDULE A
SECOND MERGER AMENDING AGREEMENT
Attached.
SCHEDULE B
SHAREHOLDERS' AGREEMENT
Attached.
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SCI:IEDULE C
FIRST NOTE REPLACEMENT AGREEMENT