Articles of Arrangement. The Articles of Arrangement shall, with such other matters as are necessary to effect the Arrangement, and all as subject to the provisions of the Plan of Arrangement, provide substantially as follows: (a) that each outstanding Common Share (other than (i) the Common Shares that are held by holders who have exercised their Dissent Rights in accordance with Article 3 of the Plan of Arrangement and who are ultimately entitled to be paid the fair value for such Common Shares and (ii) the Common Shares that are held by Parent or any of its Affiliates, if any) that is held by a holder who is a resident of Canada for purposes of the Income Tax Act (Canada) (a "Canadian Resident") shall be transferred by the holder thereof to ExchangeCo in exchange for 0.497 of a fully paid and non-assessable Exchangeable Share (the fraction specified in this Section 1.4(b), as such fraction may be adjusted in accordance with Section 1.5, is hereinafter referred to as the "Exchangeable Share Exchange Ratio") and the name of each such holder will be removed from the register of holders of Common Shares and added to the register of holders of Exchangeable Shares and ExchangeCo will be recorded as the holder of such Common Shares so transferred and shall be deemed to be the legal and beneficial owner thereof; provided that, for purposes of clarifying the foregoing, (1) the holders of Common Shares who are Canadian Residents and who make an effective Parent Stock Election (as defined below) on or prior to the Election Deadline will no longer be, and (2) the holders of Common Shares who are not Canadian Residents will not be, entitled to receive Exchangeable Shares and will be entitled to receive only shares of Parent Common Stock in accordance with Section 1.4(b); 3. <PAGE> (b) that each outstanding Common Share (other than (i) the Common Shares that are held by holders who have exercised their Dissent Rights in accordance with Article 3 of the Plan of Arrangement and who are ultimately entitled to be paid the fair value for such Common Shares and (ii) the Common Shares that are held by Parent or any of its Affiliates, if any) that is held by a holder who is not a Canadian Resident or who is a Canadian Resident that has elected, in a duly completed letter of transmittal and election form deposited with the Depository (a "Parent Stock Election") no later than the Election Deadline to exchange such share for 0.497 of a share of Parent Common Stock, shall be transferred by the holder thereof to Nova Scotia Co in exchange for 0.497 of a fully paid and non-assessable share of Parent Common Stock (the fraction specified in this Section 1.4(a), as such fraction may be adjusted in accordance with Section 1.5, is hereinafter referred to as the "Parent Stock Exchange Ratio"), and the name of each such holder of Common Shares shall be removed from the register of holders of Common Shares and added to the register of holders of Parent Common Stock and Nova Scotia Co will be recorded as the holder of such Common Shares so transferred and will be deemed to be the legal and beneficial owner thereof; (c) no fractional Exchangeable Shares or fractional shares of Parent Common Stock shall be delivered. In lieu thereof, each holder of Common Shares who otherwise would be entitled to receive a fraction of an Exchangeable Share or a fraction of a share of Parent Common Stock (after aggregating all fractional shares of Exchangeable Shares or fractional shares of Parent Common Stock, as the case may be, issuable to such holder) shall be paid by the Depository in an amount determined in accordance with Section 4.4 of the Plan of Arrangement; (d) that each Company Option that is outstanding and unexercised immediately prior to the Effective Time will be exchanged for an option to purchase Parent Common Stock pursuant to the terms of Section 5.3; and (e) that each Company Warrant, if any are outstanding and unexercised immediately prior to the Effective Time, will be exchanged for a warrant to purchase Parent Common Stock (a "Replacement Warrant"), provided that (A) each Replacement Warrant assumed by Parent may be exercised solely for shares of Parent Common Stock, (B) the number of shares of Parent Common Stock subject to each such Replacement Warrant shall be equal to the number of Common Shares subject to such warrant immediately prior to the Effective Time multiplied by the Parent Stock Exchange Ratio, rounding down to the nearest whole share, (C) the per share exercise price under each such Replacement Warrant shall be adjusted by dividing the U.S. Dollar Equivalent (calculated on the Effective Date) of the per share exercise price under such warrant by the Parent Stock Exchange Ratio and rounding up to the nearest whole cent and (D) any restriction on the exercise of any such Replacement Warrant shall continue in full force and effect and the term, exercisability and other provisions of such warrant shall otherwise remain unchanged; provided, however, that each Replacement Warrant assumed by Parent in accordance with this Section 1.4(e) shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction subsequent to the Effective Time. 4. <PAGE> 1.5 Adjustments in the Parent Stock Exchange Ratio and the Exchangeable Share Exchange Ratio. If, between the date of this Agreement and the Effective Time, the outstanding Common Shares or Parent Common Stock are changed into a different number or class of shares by reason of any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction, then the Parent Stock Exchange Ratio and the Exchangeable Share Exchange Ratio shall be appropriately adjusted. The parties hereby acknowledge and agree that the Parent Stock Exchange Ratio, the Exchangeable Share Exchange Ratio and any numbers relating to the capitalization of Parent set forth in this Agreement including any such capitalization numbers in Section 3.2(a), reflect the two-for-one stock split of Parent Common Stock that was declared effective on September 8, 2000.
Appears in 1 contract
Sources: Arrangement Agreement
Articles of Arrangement. The Articles of Arrangement shall, with such other matters as are necessary to effect the Arrangement, and all as subject to the provisions of the Plan of Arrangement, provide substantially as follows: :
(a) that each outstanding Domtar Common Share (other than (i) the Common Shares that are held by holders who have exercised their Dissent Rights in accordance with Article 3 of the Plan of Arrangement and who are ultimately entitled to be paid the fair value for such Common Shares and (ii) the Common Shares that are held by Parent or any of its Affiliates, if any) that is not held by a holder who is a resident of Canada for purposes of the Income Tax Act (Canada) (a "Canadian Resident") shall has exercised its Dissent Rights will be transferred by the holder thereof to ExchangeCo Offerco in exchange for 0.497 of a one fully paid and non-assessable Exchangeable Class B Common Share of Offerco (which Class B Common Shares shall, upon issuance, be listed and posted for trading on the Toronto Stock Exchange (the fraction specified in this Section 1.4(b“TSX”), as such fraction may be adjusted in accordance with Section 1.5, is hereinafter referred to as the "Exchangeable Share Exchange Ratio") and the name of each the holder of such holder Domtar Common Shares will be removed from the register of holders of Domtar Common Shares and added to the register of holders of Exchangeable Class B Common Shares of Offerco and ExchangeCo Offerco will be recorded as the registered holder of such the Domtar Common Shares so transferred and shall be deemed to be the legal and beneficial owner thereof; provided that, for purposes of clarifying the foregoing, (1) the holders of Common Shares who are Canadian Residents and who make an effective Parent Stock Election (as defined below) on or prior to the Election Deadline will no longer be, and (2) the holders of Common Shares who are not Canadian Residents will not be, entitled to receive Exchangeable Shares and will be entitled to receive only shares of Parent Common Stock in accordance with Section 1.4(b); 3. <PAGE> (b) that each outstanding Common Share (other than (i) the Common Shares that are held by holders who have exercised their Dissent Rights in accordance with Article 3 of the Plan of Arrangement and who are ultimately entitled to be paid the fair value for such Common Shares and (ii) the Common Shares that are held by Parent or any of its Affiliates, if any) that is held by a holder who is not a Canadian Resident or who is a Canadian Resident that has elected, in a duly completed letter of transmittal and election form deposited with the Depository (a "Parent Stock Election") no later than the Election Deadline to exchange such share for 0.497 of a share of Parent Common Stock, shall be transferred by the holder thereof to Nova Scotia Co in exchange for 0.497 of a fully paid and non-assessable share of Parent Common Stock (the fraction specified in this Section 1.4(a), as such fraction may be adjusted in accordance with Section 1.5, is hereinafter referred to as the "Parent Stock Exchange Ratio"), and the name of each such holder of Common Shares shall be removed from the register of holders of Common Shares and added to the register of holders of Parent Common Stock and Nova Scotia Co will be recorded as the holder of such Common Shares so transferred exchanged and will be deemed to be the legal and beneficial owner thereof;
(b) following the exchange contemplated by Section 1.04(a), each outstanding Class B Common Share of Offerco will be transferred to Newco Canada Exchangeco by the holder thereof in exchange for, at the holder’s election, (i) one fully paid and non-assessable share of Spinco Common Stock (each such Class B Common Share, a “Spinco Elected Share”), or (ii) one fully paid and non-assessable Exchangeable Share and the rights under the Voting and Exchange Trust Agreement (the “Ancillary Rights”) (each such Class B Common Share, an “Exchangeable Elected Share”); provided, however, that, notwithstanding the foregoing, a holder of Class B Common Shares will not be entitled to elect to receive Exchangeable Shares, and any such election otherwise made by any such holder in respect of any such Class B Common Shares shall be and be deemed to be an election to receive shares of Spinco Common Stock, if such holder is (i) a non-resident of Canada, (ii) a resident of Canada exempt from tax under the ITA, or (iii) a partnership of which all of the partners are non-residents of Canada and/or residents of Canada exempt from tax under the ITA;
(c) no fractional Exchangeable upon the transfer of Class B Common Shares or fractional shares of Parent Offerco by the holder thereof as set forth in Section 1.04(b), the name of such holder will be removed from the register of holders of Class B Common Shares of Offerco and added to the register of holders of Spinco Common Stock shall be delivered. In lieu thereof, each holder of Common Shares who otherwise would be entitled to receive a fraction of an or Exchangeable Share or a fraction of a share of Parent Common Stock (after aggregating all fractional shares of Exchangeable Shares or fractional shares of Parent Common StockShares, as the case may be, issuable and Newco Canada Exchangeco will be recorded as the registered holder of such Class B Common Shares so exchanged and will be deemed to be the legal and beneficial owner thereof;
(d) each outstanding Class B Common Share of Offerco in respect of which no election has been made by the holder thereof, or in respect of which an effective election has not been made (i) in the case of a holder of Class B Common Shares whose address as shown in the register of Class B Common Shares is in Canada will be deemed to be an Exchangeable Elected Share and will be transferred by the holder thereof, without any act or formality on its part, to Newco Canada Exchangeco in exchange for one fully paid and non-assessable Exchangeable Share and the Ancillary Rights, and the name of each such holderholder of Class B Common Shares will be removed from the register of holders of Class B Common Shares of Offerco and added to the register of holders of Exchangeable Shares and (ii) in the case of a holder of Class B Common Shares whose address as shown in the register of Class B Common Shares of Offerco is not in Canada will be deemed to be a Spinco Elected Share and will be transferred by the holder thereof, without any act or formality on its part, to Newco Canada Exchangeco in exchange for one fully paid and non-assessable share of Spinco Common Stock, and the name of each such holder of Class B Common Shares of Offerco will be removed from the register of holders of Class B Common Shares and added to the register of holders of shares of Spinco Common Stock and Newco Canada Exchangeco will be recorded as the registered holder of such Class B Common Shares of Offerco so exchanged and will be deemed to be the legal and beneficial owner thereof;
(e) each Class B Common Share of Offerco held by Newco Canada Exchangeco following the exchanges contemplated by Sections 1.04(b) and 1.04(d) shall be paid converted into one Class A Common Share of Offerco;
(f) Intentionally Deleted;
(g) a holder of Class B Common Shares who is either a resident of Canada or a partnership at least one partner of which is a resident of Canada for the purposes of the ITA (other than any such holder or partner who is exempt from tax under the ITA), and who has elected to receive or receives Exchangeable Shares shall be entitled to make an income tax election pursuant to subsection 85(l) of the ITA or, if the holder is a partnership, subsection 85(2) of the ITA (and in each case, where applicable, the analogous provisions of provincial income tax law) with respect to the transfer of their Class B Common Shares to Newco Canada Exchangeco. Newco Canada Exchangeco will not be responsible for any taxes, interest or penalties resulting from the failure by a holder of Class B Common Shares of Offerco to properly complete or file the election forms in the form and manner and within the time prescribed by the Depository in an amount determined ITA (or any applicable provincial legislation);
(h) each outstanding award of restricted Domtar Common Shares (“Domtar Restricted Shares”) granted pursuant to the Domtar Restricted Stock Plan shall be exchanged for Class B Common Shares, in accordance with Section 4.4 of the Plan of Arrangement; (d) that each Company Option that is outstanding and unexercised immediately prior to the Effective Time 1.04(a), which in turn will be exchanged for restricted shares of Spinco Common Stock or restricted Exchangeable Shares in accordance with Sections 1.04(b), 1.04(c) and 1.04(d), as applicable (“Replacement Restricted Shares”), and the Replacement Restricted Shares shall be subject to the same terms and conditions as were applicable to the Domtar Restricted Shares;
(i) Spinco shall issue to and deposit with the Trustee one share of Special Voting Stock, in consideration of the payment to Spinco of $1.00, to be thereafter held by the Trustee for and on behalf of, and for the use and benefit of, the holders of Exchangeable Shares in accordance with the Voting and Exchange Trust Agreement;
(j) (i) following the exchange of the Class B Common Shares of Offerco provided by Sections 1.04(b) and 1.04(d), (A) each Domtar Option that has an exercise price equal to or less than the Average Spinco Distribution Price (as defined in Section 6.08) (whether vested or unvested) shall be exchanged, on the same terms and conditions as were applicable under such Domtar Option, for an option (a “Replacement Option”) to purchase Parent that number of shares of Spinco Common Stock pursuant equal to the terms number of Section 5.3; Domtar Common Shares subject to such Domtar Option and (e) that each Company Warrant, if any are outstanding and unexercised the exercise price per share shall be equal to the exercise price per share of such option immediately prior to the Effective Time, will (B) each Domtar Option (other than any Domtar Option that has an exercise price equal to or less than the Average Spinco Distribution Price) (whether vested or unvested) shall be exchanged, on the same terms and conditions, except as set forth in this Section 1.04(j)(i), as were applicable under such Domtar Option, for an option (an “Amended Replacement Option”) to purchase that number of shares of Spinco Common Stock (rounded down to the nearest whole number) determined in accordance with the principles set out in the calculation model in Section 1.04(j) of the Domtar Disclosure Letter (as defined in Article III), and having an exercise price per share equal to the Average Spinco Distribution Price (rounded up to the nearest whole cent) (such exchange, the “Domtar Option Exchange”), (C) notwithstanding clauses (A) and (B), each outstanding “right” to be granted bonus Domtar Common Shares under the Domtar Executive Stock Option and Share Purchase Plan (other than those cancelled pursuant to clauses (D) and (E)) (each, an “Domtar Right”) shall be exchanged for a warrant “right” with respect to purchase Parent Common Stock (a "Replacement Warrant"), provided that (A) each Replacement Warrant assumed by Parent may be exercised solely for shares of Parent Common Stock, (B) the number of shares of Parent Spinco Common Stock subject to each such Replacement Warrant shall be equal to the number of Domtar Common Shares subject to such warrant immediately prior to the Effective Time multiplied by the Parent Stock Exchange RatioDomtar Right (each, rounding down to the nearest whole shareas so granted, (C) the per share exercise price under each such a “Replacement Warrant shall be adjusted by dividing the U.S. Dollar Equivalent (calculated on the Effective Date) of the per share exercise price under such warrant by the Parent Stock Exchange Ratio and rounding up to the nearest whole cent and Right”), (D) each Domtar Common Share pledged to secure a loan provided to a participant under a Domtar Stock Plan will be returned to Domtar for cancelation against set off and deemed repayment of that portion of the principal amount of the participant’s corresponding loan equal to the Average Spinco Distribution Price with the balance of the principal amount (and any restriction on accrued but unpaid interest) of each such loan, if any, being forgiven by Domtar and any Domtar Rights associated therewith cancelled and any rights thereunder extinguished, and (E) each forward purchase contract entered into between a participant and Domtar under the Domtar Executive Stock Option and Share Purchase Plan in connection with the exercise of a stock right under such Domtar Executive Stock Option and Share Purchase Plan shall be cancelled with any obligations of a participant thereunder together with any Domtar Rights associated therewith being released by Domtar;
(ii) following the exchange of the Class B Common Shares provided by Sections 1.04(b) and 1.04(d), each outstanding grant of deferred share units with respect to Domtar Common Shares (each, an “Domtar DSU”) shall be exchanged, on the same terms and conditions as were applicable under the Domtar DSU, for a deferred share unit with respect to the number of shares of Spinco Common Stock equal to the number of Domtar Common Shares subject to such Domtar DSU (each, as so granted, a “Replacement DSU”);
(iii) following the exchange of the Class B Common Shares provided by Sections 1.04(b) and 1.04(d), each outstanding grant of performance share units with respect to Domtar Common Shares (each, an “Domtar PSU”) shall be exchanged, on the same terms and conditions as were applicable under the Domtar PSU, for a performance share unit with respect to the number of shares of Spinco Common Stock equal to the number of Domtar Common Shares subject to such Domtar PSU (each, as so granted, a “Replacement PSU”);
(iv) as soon as reasonably practicable after the Effective Time, Spinco shall deliver to the holders of Replacement Options, Amended Replacement Options, Replacement Rights, Replacement DSUs, Replacement PSUs and Replacement Restricted Shares appropriate notices setting forth such holders’ rights pursuant to the respective Domtar Stock Plans and the agreements evidencing the grants of such Replacement Warrant Options, Amended Replacement Options, Replacement Rights, Replacement DSUs, Replacement PSUs and Replacement Restricted Shares, and that such Replacement Options, Amended Replacement Options, Replacement Rights, Replacement DSUs, Replacement PSUs and Replacement Restricted Shares and agreements shall be granted by Spinco and shall continue in full force effect on the same terms and effect and conditions (subject to the term, exercisability and other provisions of such warrant shall otherwise remain unchanged; provided, however, that each Replacement Warrant assumed adjustments required by Parent in accordance with this Section 1.4(e1.04(j) shall, after giving effect to the Transactions);
(v) a holder of a Replacement Option or Amended Replacement Option may exercise such Replacement Option or Amended Replacement Option in whole or in part in accordance with its termsterms by delivering a properly executed notice of exercise to Spinco, be subject to further adjustment as appropriate to reflect together with the consideration therefore and any stock split, division applicable Canadian or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction subsequent to U.S. withholding tax information required in accordance with the related Domtar Stock Plan; and
(k) all Domtar Preferred Shares that are not held by a holder who has exercised its Dissent Rights shall remain outstanding after the Effective Time. 4. <PAGE> 1.5 Adjustments in the Parent Stock Exchange Ratio and the Exchangeable Share Exchange Ratio. If, between the date of this Agreement and the Effective Time, the outstanding Common Shares or Parent Common Stock are changed into a different number or class of shares by reason of any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction, then the Parent Stock Exchange Ratio and the Exchangeable Share Exchange Ratio shall be appropriately adjusted. The parties hereby acknowledge and agree that the Parent Stock Exchange Ratio, the Exchangeable Share Exchange Ratio and any numbers relating to the capitalization of Parent set forth in this Agreement including any such capitalization numbers in Section 3.2(a), reflect the two-for-one stock split of Parent Common Stock that was declared effective on September 8, 2000.
Appears in 1 contract
Sources: Transaction Agreement (Domtar CORP)
Articles of Arrangement. The Articles of Arrangement shall, with such other matters as are necessary to effect the Arrangement, and all as subject to the provisions of the Plan of Arrangement, provide substantially as follows: :
(a) that each outstanding MB Common Share (other than (i) the Common Shares that are is not held by holders a holder who have has exercised their its Dissent Rights in accordance with Article 3 of the Plan of Arrangement and who are is ultimately entitled to be paid the fair value for such of the MB Common Shares and (ii) the other than MB Common Shares that are held by Parent Weyerhaeuser or any of its Affiliatessubsidiary or affiliate thereof), if any) that is held by a holder who is a resident of Canada for purposes of the Income Tax Act (Canada) (a "Canadian Resident") shall will be transferred by the holder thereof to ExchangeCo Weysub in exchange for 0.497 for, at the holder's election, that number of a fully paid and non-assessable Weyerhaeuser Common Shares or Exchangeable Share (the fraction specified in this Section 1.4(b)Shares, as such fraction the case may be adjusted in accordance with Section 1.5be, is hereinafter referred equal to as the "Exchangeable Share Exchange Ratio") , and the name of each such holder of MB Common Shares will be removed from the register of holders of MB Common Shares and added to the register of holders of Weyerhaeuser Common Shares or Exchangeable Shares Shares, as the case may be, and ExchangeCo Weysub will be recorded as the registered holder of such MB Common Shares so transferred exchanged and shall will be deemed to be the legal and beneficial owner thereof; provided that, for purposes of clarifying notwithstanding the foregoing, (1) the holders of MB Common Shares who are Canadian Residents and who make an effective Parent Stock Election (as defined below) on or prior to the Election Deadline will no longer beShares, and (2) the holders of Common Shares who are not Canadian Residents residents of Canada for the purposes of the Income Tax Act (Canada) will not be, be entitled to elect to receive Exchangeable Shares Shares, and will any such election otherwise made by any such holder shall be entitled and be deemed to be an election to receive only shares of Parent Weyerhaeuser Common Stock in accordance with Section 1.4(b); 3. <PAGE> Shares;
(b) that each outstanding MB Common Share in respect of which no election has been made by the holder thereof, or in respect of which an effective election has not been made (other than (i) the MB Common Shares that are held by holders who have exercised their Dissent Rights in accordance with Article 3 of the Plan of Arrangement and Dissenting Shareholders who are ultimately entitled to be paid the fair value for such of the MB Common Shares held by them and (ii) the MB Common Shares that are held by Parent Weyerhaeuser or any of its Affiliates, if any) that is subsidiary or affiliate thereof which shall not be exchanged under the Arrangement and shall remain outstanding as MB Common Shares held by a holder who is not a Canadian Resident Weyerhaeuser or who is a Canadian Resident that has electedany subsidiary or affiliate thereof) and each MB Warrant, in a duly completed letter of transmittal as the case may be, will be deemed to be an Exchangeable Elected Share and election form deposited with the Depository (a "Parent Stock Election") no later than the Election Deadline to exchange such share for 0.497 of a share of Parent Common Stock, shall will be transferred by the holder thereof thereof, without any act or formality on its part, to Nova Scotia Co Weysub in exchange for 0.497 that number of a fully paid and non-assessable share of Parent Common Stock (Exchangeable Shares equal to the fraction specified in this Section 1.4(a), as such fraction may be adjusted in accordance with Section 1.5, is hereinafter referred to as the "Parent Stock Exchange Ratio"), and the name of each such holder of MB Common Shares shall will be removed from the register of holders of MB Common Shares and added to the register of holders of Parent Common Stock Exchangeable Shares and Nova Scotia Co Weysub will be recorded as the registered holder of such MB Common Shares so exchanged and will be deemed to be the legal and beneficial owner of such MB Common Shares and MB Warrants; provided that, notwithstanding the foregoing, each MB Common Share in respect of which no election has been made, or in respect of which an effective election has not been made, held by a holder who is not (and in the case of each MB Warrant, each holder thereof shall be deemed to be not) a resident of Canada for the purposes of the Income Tax Act (Canada), as amended (other than (i) MB Common Shares held by Dissenting Shareholders who are ultimately entitled to be paid the fair value of the MB Common Shares held by them and (ii) MB Common Shares held by Weyerhaeuser or any subsidiary or affiliate thereof which shall not be exchanged under the Arrangement and shall remain outstanding as MB Common Shares held by Weyerhaeuser or any subsidiary or affiliate thereof) will be deemed to be a Weyerhaeuser Elected Share and will be transferred by the holder thereof, without any act or formality on his part, to Weysub in exchange for that number of fully paid and non-assessable Weyerhaeuser Common Shares equal to the Exchange Ratio, and the name of each such holder of MB Common Shares will be removed from the register of holders of MB Common Shares and added to the register of holders of Weyerhaeuser Common Shares and Weysub will be recorded as the registered holder of such MB Common Shares so exchanged and will be deemed to be the legal and beneficial owner thereof; and
(c) no fractional Exchangeable Shares or fractional shares of Parent Common Stock each MB Option shall be delivered. In lieu thereof, each holder of Common Shares who otherwise would be entitled to receive a fraction of an Exchangeable Share or a fraction of a share of Parent Common Stock (after aggregating all fractional shares of Exchangeable Shares or fractional shares of Parent Common Stock, as the case may be, issuable to such holder) shall be paid by the Depository in an amount determined in accordance with Section 4.4 of the Plan of Arrangement; (d) that each Company Option that is outstanding and unexercised immediately prior to the Effective Time will be exchanged for an option to purchase Parent Common Stock pursuant to the terms of Section 5.3; and (e) that each Company Warrant, if any are outstanding and unexercised immediately prior to the Effective Time, will be exchanged for a warrant to purchase Parent Common Stock (a "Replacement WarrantOption"), provided ) to purchase that (A) each Replacement Warrant assumed by Parent may be exercised solely for shares of Parent Common Stock, (B) the number of shares of Parent Weyerhaeuser Common Stock subject to each such Replacement Warrant shall be Shares equal to the number of MB Common Shares subject to such warrant immediately prior to the Effective Time MB Option multiplied by the Parent Stock Exchange Ratio, rounding down to the nearest whole share, (C) the per share exercise price under each such Replacement Warrant shall be adjusted by dividing the U.S. Dollar Equivalent (calculated on the Effective Date) of the per share exercise price under such warrant by the Parent Stock Exchange Ratio and rounding up to the nearest whole cent and (D) any restriction on the exercise of any such Replacement Warrant shall continue in full force and effect and the term, exercisability and other provisions of such warrant shall otherwise remain unchanged; provided, however, that each Replacement Warrant assumed by Parent in accordance with this Section 1.4(e) shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction subsequent to the Effective Time. 4. <PAGE> 1.5 Adjustments in the Parent Stock Exchange Ratio and the Exchangeable Share Exchange Ratio. If, between the date of this Agreement and the Effective Time, the outstanding Common Shares or Parent Common Stock are changed into a different number or class of shares by reason of any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction, then the Parent Stock Exchange Ratio and the Exchangeable Share Exchange Ratio shall be appropriately adjusted. The parties hereby acknowledge and agree that the Parent Stock Exchange Ratio, the Exchangeable Share Exchange Ratio and any numbers relating to the capitalization of Parent set forth in this Agreement including any such capitalization numbers in Section 3.2(a), reflect the two-for-one stock split of Parent Common Stock that was declared effective on September 8, 2000.
Appears in 1 contract
Sources: Merger Agreement (Weyerhaeuser Co)
Articles of Arrangement. The Articles of Arrangement shall, with such other matters as are necessary to effect the Arrangement, and all as subject to the provisions of the Plan of Arrangement, provide substantially as follows: :
(a) that each outstanding Common Share (other than (i) the Common Shares that are held by holders who have exercised their Dissent Rights in accordance with Article 3 of the Plan of Arrangement and who are ultimately entitled to be paid the fair value for such Common Shares and (ii) the Common Shares that are held by Parent or any of its Affiliates, if any) that is held by a holder who is a resident of Canada for purposes of the Income Tax Act (Canada) (a "“Canadian Resident"”) and has elected, in a duly completed letter of transmittal and election form deposited with the Company no later than the Election Deadline, shall be transferred by the holder thereof to ExchangeCo in exchange for 0.497 that number of a fully paid and non-assessable Exchangeable Share (Shares equal to the fraction specified in this Section 1.4(b)Exchange Ratio, as such fraction number may be adjusted in accordance with Section 1.5, is 1.5 (hereinafter referred to as the "“Exchangeable Share Exchange Ratio"”) and the name of each such holder will be removed from the register of holders of Common Shares and added to the register of holders of Exchangeable Shares and ExchangeCo will be recorded as the holder of such Common Shares so transferred and shall be deemed to be the legal and beneficial owner thereof; provided that, for purposes of clarifying the foregoing, (1) the holders of Common Shares who are Canadian Residents and who make or are deemed to have made an effective Parent Stock Election (as defined below) on or prior to the Election Deadline will no longer be, and (2) the holders of Common Shares who are not Canadian Residents will not be, entitled to receive Exchangeable Shares and will be entitled to receive only shares of Parent Common Stock in accordance with Section 1.4(b); 3. <PAGE> ;
(b) that each outstanding Common Share (other than than: (i) the Common Shares that are held by holders who have exercised their Dissent Rights in accordance with Article 3 of the Plan of Arrangement and who are ultimately entitled to be paid the fair value for such Common Shares Shares, and (ii) the Common Shares that are held by Parent or any of its Affiliates, if any) that is held by a holder who is not a Canadian Resident or who is a Canadian Resident that has elected, in a duly completed letter of transmittal and election form deposited with the Depository Company (a "“Parent Stock Election"”) no later than the Election Deadline or has been deemed to exchange such share for 0.497 of a share of Parent Common Stock, have so elected shall be transferred by the holder thereof to Nova Scotia Co Parent in exchange for 0.497 that number or fractions of a fully paid and non-assessable share shares of Parent Common Stock (equal to the fraction specified in this Section 1.4(a)Exchange Ratio, as such fraction number may be adjusted in accordance with Section 1.5, is 1.5 (hereinafter referred to as the "“Parent Stock Exchange Ratio"”), and the name of each such holder of Common Shares shall be removed from the register of holders of Common Shares and added to the register of holders of Parent Common Stock and Nova Scotia Co the Parent will be recorded as the holder of such Common Shares so transferred and will be deemed to be the legal and beneficial owner thereof; ;
(c) no fractional Exchangeable Shares or fractional shares of Parent Common Stock shall be delivered. In lieu thereof, each holder of Common Shares who otherwise would be entitled to receive a fraction of an Exchangeable Share or a fraction of a share of Parent Common Stock (after aggregating delivered and all fractional shares of Exchangeable Shares or fractional shares of Parent Common Stock, as the case may be, issuable to such holder) fractions shall be paid by rounded down to the Depository in an amount determined in accordance with Section 4.4 of the Plan of Arrangementnearest whole number; and
(d) that each Company Option that is outstanding and unexercised immediately prior to the Effective Time will be exchanged for an option to purchase Parent Common Stock pursuant to the terms of Section 5.3; and (e) that each Company Warrant, if any are outstanding and unexercised immediately prior to the Effective Time, will be exchanged for a warrant to purchase Parent Common Stock (a "Replacement Warrant"), provided that (A) each Replacement Warrant assumed by Parent may be exercised solely for shares of Parent Common Stock, (B) the number of shares of Parent Common Stock subject to each such Replacement Warrant shall be equal to the number of Common Shares subject to such warrant immediately prior to the Effective Time multiplied by the Parent Stock Exchange Ratio, rounding down to the nearest whole share, (C) the per share exercise price under each such Replacement Warrant shall be adjusted by dividing the U.S. Dollar Equivalent (calculated on the Effective Date) of the per share exercise price under such warrant by the Parent Stock Exchange Ratio and rounding up to the nearest whole cent and (D) any restriction on the exercise of any such Replacement Warrant shall continue in full force and effect and the term, exercisability and other provisions of such warrant shall otherwise remain unchanged; provided, however, that each Replacement Warrant assumed by Parent in accordance with this Section 1.4(e) shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction subsequent to the Effective Time. 4. <PAGE> 1.5 Adjustments in the Parent Stock Exchange Ratio and the Exchangeable Share Exchange Ratio. If, between the date of this Agreement and the Effective Time, the outstanding Common Shares or Parent Common Stock are changed into a different number or class of shares by reason of any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction, then the Parent Stock Exchange Ratio and the Exchangeable Share Exchange Ratio shall be appropriately adjusted. The parties hereby acknowledge and agree that the Parent Stock Exchange Ratio, the Exchangeable Share Exchange Ratio and any numbers relating to the capitalization of Parent set forth in this Agreement including any such capitalization numbers in Section 3.2(a), reflect the two-for-one stock split of Parent Common Stock that was declared effective on September 8, 2000.
Appears in 1 contract
Sources: Arrangement Agreement (Counterpath Solutions, Inc.)
Articles of Arrangement. The Articles of Arrangement shall, with such other matters as are necessary to effect the Arrangement, and all as subject to the provisions of the Plan of Arrangement, provide substantially as follows: :
(a) that each outstanding Cedara Common Share (other than (i) the Common Shares that are is not held by holders a holder who have has exercised their its Dissent Rights in accordance with Article 3 of the Plan of Arrangement and who are is ultimately entitled to be paid the fair value for such of Cedara Common Shares and (ii) the other than Cedara Common Shares that are held by Parent Merge or any of its AffiliatesSubsidiary or affiliate thereof), if any) that is held by a holder who is a resident of Canada for purposes of the Income Tax Act (Canada) (a "Canadian Resident") shall will be transferred by the holder thereof thereof, at the holder’s election, to ExchangeCo Merge Newco in exchange for 0.497 that number of a fully paid and non-assessable Merge Common Shares or to Matsub in exchange for that number of fully paid and non-assessable Exchangeable Share (the fraction specified in this Section 1.4(b)Shares, as such fraction the case may be adjusted in accordance with Section 1.5be, is hereinafter referred equal to as the "Exchangeable Share Exchange Ratio") , and the name of each such holder of Cedara Common Shares will be removed from the register of holders of Cedara Common Shares and added to the register of holders of Merge Common Shares or Exchangeable Shares Shares, as the case may be, and ExchangeCo Merge Newco or Matsub, as the case may be, will be recorded as the registered holder of such Cedara Common Shares so transferred exchanged and shall will be deemed to be the legal and beneficial owner thereof; provided that, for purposes of clarifying notwithstanding the foregoing, (1) the holders of Cedara Common Shares who are Canadian Residents and who make an effective Parent Stock Election (as defined below) on or prior to the Election Deadline will no longer beShares, and (2) the holders of Common Shares who are not Canadian Residents residents of Canada for the purposes of the Income Tax Act (Canada) will not be, be entitled to elect to receive Exchangeable Shares Shares, and will any such election otherwise made by any such holder shall be entitled and be deemed to be an election to transfer their shares to Merge Newco and to receive only shares of Parent Merge Common Stock in accordance with Section 1.4(b); 3. <PAGE> Shares;
(b) that each outstanding Cedara Common Share in respect of which no election has been made by the holder thereof, or in respect of which an effective election has not been made (other than (ix) the Cedara Common Shares that are held by holders who have exercised their Dissent Rights in accordance with Article 3 of the Plan of Arrangement and Dissenting Shareholders who are ultimately entitled to be paid the fair value for such of Cedara Common Shares held by them and (iiy) the Cedara Common Shares that are held by Parent Merge or any of its Affiliates, if any) that is Subsidiary or affiliate thereof which shall not be exchanged under the Arrangement and shall remain outstanding as Cedara Common Shares held by Merge or any Subsidiary or affiliate thereof) (i) in the case of a holder who is not a Canadian Resident or who is a Canadian Resident that has elected, in a duly completed letter of transmittal and election form deposited with the Depository (a "Parent Stock Election") no later than the Election Deadline to exchange such share for 0.497 of a share Cedara Common Share whose address as shown in the register of Parent Cedara Common StockShares is in Canada, shall will be deemed to be an Exchangeable Elected Share and will be transferred by the holder thereof thereof, without any act or formality on its part, to Nova Scotia Co Matsub in exchange for 0.497 that number of a fully paid and non-assessable share of Parent Common Stock (Exchangeable Shares equal to the fraction specified in this Section 1.4(a), as such fraction may be adjusted in accordance with Section 1.5, is hereinafter referred to as the "Parent Stock Exchange Ratio"), and the name of each such holder of a Cedara Common Shares shall Share will be removed from the register of holders of Cedara Common Shares and added to the register of holders of Parent Common Stock Exchangeable Shares and Nova Scotia Co Matsub will be recorded as the registered holder of such Cedara Common Share so exchanged and will be deemed to be legal and beneficial owner of such Cedara Common Share, and (ii) in the case of a holder of a Cedara Common Share whose address as shown in the register of Cedara Common Shares is not in Canada, will be deemed not to be an Exchangeable Elected Share and will be transferred by the holder thereof, without any act or formality on its part, to Merge Newco in exchange for that number of fully paid and non-assessable Merge Shares equal to the Exchange Ratio, and the name of each such holder of a Cedara Common Share will be removed from the register of holders of Cedara Common Shares and added to the register of holders of Merge Shares and Merge Newco will be recorded as the registered holder of such Cedara Common Share so transferred exchanged and will be deemed to be the legal and beneficial owner thereof; of such Cedara Common Share;
(c) no fractional Exchangeable Shares or fractional shares of Parent Common Stock each Cedara Option shall be delivered. In lieu thereof, each holder of Common Shares who otherwise would be entitled to receive a fraction of an Exchangeable Share or a fraction of a share of Parent Common Stock (after aggregating all fractional shares of Exchangeable Shares or fractional shares of Parent Common Stock, as the case may be, issuable to such holder) shall be paid by the Depository in an amount determined in accordance with Section 4.4 of the Plan of Arrangement; (d) that each Company Option that is outstanding and unexercised immediately prior to the Effective Time will be exchanged for an option (a “Replacement Option”) to purchase Parent Common Stock pursuant to the terms of Section 5.3; and (e) that each Company Warrant, if any are outstanding and unexercised immediately prior to the Effective Time, will be exchanged for a warrant to purchase Parent Common Stock (a "Replacement Warrant"), provided that (A) each Replacement Warrant assumed by Parent may be exercised solely for shares of Parent Common Stock, (B) the number of shares of Parent Merge Common Stock subject to each such Replacement Warrant shall be Shares equal to the number of Cedara Common Shares subject to such warrant immediately prior to the Effective Time Cedara Option multiplied by the Parent Stock Exchange Ratio, rounding Ratio (rounded down to the nearest whole share), (C) with the per share exercise price under each such Replacement Warrant shall be thereof being adjusted by dividing the U.S. Dollar Equivalent (calculated on the Effective Date) exercise price of the per share exercise price under such warrant Cedara Option by the Parent Stock Exchange Ratio and rounding (rounded up to the nearest whole cent cent) and (D) any restriction then multiplying the result by the noon spot exchange rate on the exercise Effective Date for Canadian dollars to United States dollars as reported by the Bank of any such Replacement Warrant shall continue in full force and effect and the term, exercisability and other provisions of such warrant shall otherwise remain unchanged; provided, however, that each Replacement Warrant assumed by Parent in accordance with this Section 1.4(e) shallCanada or, in accordance with its termsthe event such spot exchange rate is not available, such spot exchange rate on such date as may be subject deemed by the Board of Directors of Merge to further adjustment be appropriate for such purpose. Except as appropriate to reflect any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction subsequent to the Effective Time. 4. <PAGE> 1.5 Adjustments in the Parent Stock Exchange Ratio and the Exchangeable Share Exchange Ratio. If, between the date of this Agreement and the Effective Time, the outstanding Common Shares or Parent Common Stock are changed into a different number or class of shares by reason of any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction, then the Parent Stock Exchange Ratio and the Exchangeable Share Exchange Ratio shall be appropriately adjusted. The parties hereby acknowledge and agree that the Parent Stock Exchange Ratio, the Exchangeable Share Exchange Ratio and any numbers relating to the capitalization of Parent set forth in this Agreement including any the preceding sentence and in Schedule G attached hereto, the terms and conditions applicable to each Replacement Option shall be identical to the terms and provisions of the Cedara Option for which it was exchanged and the rights of the holder of each such capitalization numbers in Section 3.2(a), reflect Replacement Option shall be identical to those possessed by the two-for-one stock split holder of Parent Common Stock that the Cedara Option for which it was declared effective on September 8, 2000exchanged.
Appears in 1 contract
Articles of Arrangement. The Articles of Arrangement shall, with such other matters as are necessary to effect the Arrangement, and all as subject to the provisions of the Plan of Arrangement, provide substantially as follows: :
(a) that each outstanding Domtar Common Share (other than (i) the Common Shares that are held by holders who have exercised their Dissent Rights in accordance with Article 3 of the Plan of Arrangement and who are ultimately entitled to be paid the fair value for such Common Shares and (ii) the Common Shares that are held by Parent or any of its Affiliates, if any) that is not held by a holder who is a resident of Canada for purposes of the Income Tax Act (Canada) (a "Canadian Resident") has exercised its Dissent Rights shall be transferred by the holder thereof to ExchangeCo Newco Canada Exchangeco in exchange for 0.497 one fully paid and non-assessable Class B Common Share of Newco Canada Exchangeco (which Class B Common Shares shall, upon issuance, be listed and posted for trading on the Toronto Stock Exchange (the “TSX”)) and the name of the holder of such Domtar Common Shares will be removed from the register of holders of Domtar Common Shares and added to the register of holders of Class B Common Shares of Newco Canada Exchangeco and Newco Canada Exchangeco will be recorded as the registered holder of the Domtar Common Shares so exchanged and will be deemed to be the legal and beneficial owner thereof;
(b) following the exchange contemplated by Section 1.04(a), each outstanding Class B Common Share will be transferred by the holder thereof, at the holder’s election, (i) to Newco Canada in exchange for one fully paid and non-assessable share of Spinco Common Stock (each such Class B Common Share, a “Spinco Elected Share”), or (ii) to Newco Canada Exchangeco in exchange for one fully paid and non-assessable Exchangeable Share and the rights under the Voting and Exchange Trust Agreement (the fraction specified “Ancillary Rights”) (each such Class B Common Share, an “Exchangeable Elected Share”); provided, however, that, notwithstanding the foregoing, a holder of Class B Common Shares will not be entitled to elect to receive Exchangeable Shares, and any such election otherwise made by any such holder in this respect of any such Class B Common Shares shall be and be deemed to be an election to receive shares of Spinco Common Stock, if such holder is (i) a non-resident of Canada, (ii) a resident of Canada exempt from tax under the ITA, or (iii) a partnership of which all of the partners are non-residents of Canada and/or residents of Canada exempt from tax under the ITA;
(c) upon the transfer of Class B Common Shares by the holder thereof as set forth in Section 1.4(b1.04(b), as such fraction may be adjusted in accordance with Section 1.5, is hereinafter referred to as the "Exchangeable Share Exchange Ratio") and the name of each such holder will be removed from the register of holders of Class B Common Shares and added to the register of holders of Spinco Common Stock or Exchangeable Shares, as the case may be, and (i) in the case of the Spinco Elected Shares, Newco Canada will be recorded as the registered holder of such Class B Common Shares so exchanged and will be deemed to be the legal and beneficial owner thereof and (ii) in the case of the Exchangeable Elected Shares, the Class B Common Shares transferred to Newco Canada Exchangeco will be canceled by Newco Canada Exchangeco;
(d) each outstanding Class B Common Share in respect of which no election has been made by the holder thereof, or in respect of which an effective election has not been made (i) in the case of a holder of Class B Common Shares whose address as shown in the register of Class B Common Shares is in Canada will be deemed to be an Exchangeable Elected Share and will be transferred by the holder thereof, without any act or formality on its part, to Newco Canada Exchangeco in exchange for one fully paid and non-assessable Exchangeable Share and the Ancillary Rights, and the name of each such holder of Class B Common Shares will be removed from the register of holders of Class B Common Shares and added to the register of holders of Exchangeable Shares and ExchangeCo will be recorded as the holder of such Class B Common Shares so transferred exchanged will be canceled, and shall (ii) in the case of a holder of Class B Common Shares whose address as shown in the register of Class B Common Shares is not in Canada will be deemed to be the legal and beneficial owner thereof; provided that, for purposes of clarifying the foregoing, (1) the holders of Common Shares who are Canadian Residents and who make an effective Parent Stock Election (as defined below) on or prior to the Election Deadline will no longer be, and (2) the holders of Common Shares who are not Canadian Residents will not be, entitled to receive Exchangeable Shares a Spinco Elected Share and will be entitled to receive only shares of Parent Common Stock in accordance with Section 1.4(b); 3. <PAGE> (b) that each outstanding Common Share (other than (i) the Common Shares that are held by holders who have exercised their Dissent Rights in accordance with Article 3 of the Plan of Arrangement and who are ultimately entitled to be paid the fair value for such Common Shares and (ii) the Common Shares that are held by Parent or any of its Affiliates, if any) that is held by a holder who is not a Canadian Resident or who is a Canadian Resident that has elected, in a duly completed letter of transmittal and election form deposited with the Depository (a "Parent Stock Election") no later than the Election Deadline to exchange such share for 0.497 of a share of Parent Common Stock, shall be transferred by the holder thereof thereof, without any act or formality on its part, to Nova Scotia Co Newco Canada in exchange for 0.497 of a one fully paid and non-assessable share of Parent Spinco Common Stock (the fraction specified in this Section 1.4(a), as such fraction may be adjusted in accordance with Section 1.5, is hereinafter referred to as the "Parent Stock Exchange Ratio")Stock, and the name of each such holder of Class B Common Shares shall will be removed from the register of holders of Class B Common Shares and added to the register of holders of Parent shares of Spinco Common Stock and Nova Scotia Co Newco Canada, will be recorded as the registered holder of such Class B Common Shares so transferred exchanged and will be deemed to be the legal and beneficial owner thereof; ;
(ce) no fractional Exchangeable Shares or fractional each Class B Common Share held by Newco Canada following the exchanges contemplated by Sections 1.04(b) and 1.04(d) shall be converted into one Class A Common Share;
(f) Spinco shall issue, after the Distribution but prior to the Effective Time, a number of shares of Parent Spinco Common Stock equal to the number of Spinco Elected Shares and shall transfer such shares to Newco, which, in turn, will transfer such shares to Newco Holding, which, in turn, will transfer such shares to Newco Canada which, in turn, will transfer such shares to holders of Spinco Elected Shares, and the Spinco Elected Shares shall be delivered. In lieu thereof, each transferred to Newco Canada;
(g) a holder of Class B Common Shares who otherwise would is either a resident of Canada or a partnership at least one partner of which is a resident of Canada for the purposes of the ITA (other than any such holder or partner who is exempt from tax under the ITA), and who has elected to receive or receives Exchangeable Shares shall be entitled to receive make an income tax election pursuant to subsection 85(l) of the ITA or, if the holder is a fraction partnership, subsection 85(2) of an Exchangeable Share the ITA (and in each case, where applicable, the analogous provisions of provincial income tax law) with respect to the transfer of their Class B Common Shares to Newco Canada Exchangeco. Newco Canada Exchangeco will not be responsible for any taxes, interest or penalties resulting from the failure by a fraction holder of a share Class B Common Shares to properly complete or file the election forms in the form and manner and within the time prescribed by the ITA (or any applicable provincial legislation);
(h) each outstanding award of Parent restricted Domtar Common Shares (“Domtar Restricted Shares”) granted pursuant to the Domtar Restricted Stock (after aggregating all fractional shares of Exchangeable Shares or fractional shares of Parent Common Stock, as the case may be, issuable to such holder) Plan shall be paid by the Depository in an amount determined exchanged for Class B Common Shares, in accordance with Section 4.4 of the Plan of Arrangement; (d) that each Company Option that is outstanding and unexercised immediately prior to the Effective Time 1.04(a), which in turn will be exchanged for restricted shares of Spinco Common Stock or restricted Exchangeable Shares in accordance with Sections 1.04(b), 1.04(c) and 1.04(d), as applicable (“Replacement Restricted Shares”), and the Replacement Restricted Shares shall be subject to the same terms and conditions as were applicable to the Domtar Restricted Shares;
(i) Spinco shall issue to and deposit with the Trustee one share of Special Voting Stock, in consideration of the payment to Spinco of $1.00, to be thereafter held by the Trustee for and on behalf of, and for the use and benefit of, the holders of Exchangeable Shares in accordance with the Voting and Exchange Trust Agreement;
(j) (i) following the exchange of the Class B Common Shares provided by Sections 1.04(b) and 1.04(d), (A) each Domtar Option granted after January 1, 2006 (whether vested or unvested) shall be exchanged, on the same terms and conditions as were applicable under such Domtar Option, for an option (a “Replacement Option”) to purchase Parent that number of shares of Spinco Common Stock pursuant equal to the terms number of Section 5.3; Domtar Common Shares subject to such Domtar Option and (e) that each Company Warrant, if any are outstanding and unexercised the exercise price per share shall be equal to the exercise price per share of such option immediately prior to the Effective Time, will (B) each Domtar Option (other than any Domtar Option granted after January 1, 2006) (whether vested or unvested) shall be exchanged, on the same terms and conditions, except as set forth in this Section 1.04(j)(i), as were applicable under such Domtar Option, for an option (an “Amended Replacement Option”) to purchase that number of shares of Spinco Common Stock (rounded down to the nearest whole number) determined in accordance with the principles set out in the calculation model in Section 1.04(j) of the Domtar Disclosure Letter (as defined in Article III), and having an exercise price per share equal to the Average Spinco Distribution Price (as defined in Section 6.08) (rounded up to the nearest whole cent) (such exchange, the “Domtar Option Exchange”), (C) notwithstanding clauses (A) and (B), each outstanding “right” to be granted bonus Domtar Common Shares under the Domtar Executive Stock Option and Share Purchase Plan (other than those cancelled pursuant to clauses (D) and (E)) (each, an “Domtar Right”) shall be exchanged for a warrant “right” with respect to purchase Parent Common Stock (a "Replacement Warrant"), provided that (A) each Replacement Warrant assumed by Parent may be exercised solely for shares of Parent Common Stock, (B) the number of shares of Parent Spinco Common Stock subject to each such Replacement Warrant shall be equal to the number of Domtar Common Shares subject to such warrant immediately prior to the Effective Time multiplied by the Parent Stock Exchange RatioDomtar Right (each, rounding down to the nearest whole shareas so granted, (C) the per share exercise price under each such a “Replacement Warrant shall be adjusted by dividing the U.S. Dollar Equivalent (calculated on the Effective Date) of the per share exercise price under such warrant by the Parent Stock Exchange Ratio and rounding up to the nearest whole cent and Right”), (D) each Domtar Common Share pledged to secure a loan provided to a participant under a Domtar Stock Plan will be returned to Domtar for cancelation against set off and deemed repayment of that portion of the principal amount of the participant’s corresponding loan equal to the Average Spinco Distribution Price with the balance of the principal amount (and any restriction on accrued but unpaid interest) of each such loan, if any, being forgiven by Domtar and any Domtar Rights associated therewith cancelled and any rights thereunder extinguished, and (E) each forward purchase contract entered into between a participant and Domtar under the Domtar Executive Stock Option and Share Purchase Plan in connection with the exercise of any a stock right under such Replacement Warrant shall continue in full force Domtar Executive Stock Option and effect and the term, exercisability and other provisions of such warrant shall otherwise remain unchanged; provided, however, that each Replacement Warrant assumed by Parent in accordance with this Section 1.4(e) shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction subsequent to the Effective Time. 4. <PAGE> 1.5 Adjustments in the Parent Stock Exchange Ratio and the Exchangeable Share Exchange Ratio. If, between the date of this Agreement and the Effective Time, the outstanding Common Shares or Parent Common Stock are changed into a different number or class of shares by reason of any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction, then the Parent Stock Exchange Ratio and the Exchangeable Share Exchange Ratio Purchase Plan shall be appropriately adjusted. The parties hereby acknowledge and agree that the Parent Stock Exchange Ratio, the Exchangeable Share Exchange Ratio and cancelled with any numbers relating to the capitalization obligations of Parent set forth in this Agreement including a participant thereunder together with any such capitalization numbers in Section 3.2(a), reflect the two-for-one stock split of Parent Common Stock that was declared effective on September 8, 2000.Domtar Rights associated therewith being released by Domtar;
Appears in 1 contract