HomeMy WebLinkAbout2001-143 THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON
BY-LAW NO. 2001- 143
being a by-law to authorize the execution
of a merger amending agreement between
the Corporation of the Town of Ajax, the
Corporation of the Municipality of Clarington,
the Corporation of the City of Pickering,
Veridian Corporation, Veridian Connections Inc.,
Veridian Energy Inc., the Corporation of the
City of Belleville, 1437864 Ontario Limited,
Belleville Electric Corporation and
1444141 Ontario Limited
THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON HEREBY ENACTS
AS FOLLOWS:
1. THAT the Mayor and Municipal Clerk are hereby authorized to execute, on
behalf of the Corporation of the Municipality of Clarington with the Corporation
Seal, a merger amending agreement between the Municipality of Clarington and
Corporation of the Town of Ajax, the Corporation of the City of Pickering,
Veridian Corporation, Veridian Connections Inc., Veridian Energy Inc., the
Corporation of the City of Belleville, 1437864 Ontario Limited, Belleville Electric
Corporation and 1444141 Ontario Limited.
By-law read a first and second time this 7th day of September 2001.
By-law read a third time and finally passed this 7th day of September 2001.
Johnelutton, Mayor
atti L Clerk
MERGER AMENDING AGREEMENT
THIS AGREEMENT made as of the 20th day of June, 2001.
BETWEEN:
The Corporation of the Town of Ajax
- and—
The Corporation of the Municipality of Clarington
- and—
The Corporation of the City of Pickering
- and —
Veridian Corporation, a corporation existing under the laws of
Ontario ("VC")
- and —
Veridian Connections Inc., a corporation existing under the laws of
Ontario ("VCF)
- and-
Veridian Energy Inc., a corporation existing under the laws of
Ontario ("VEr,)
(VC, VCI and VEI are referred to collectively herein as the"Veridian
Group") -
- and—
The Corporation of the City of Belleville
- and—
1437864 Ontario Limited, a corporation existing under the laws of
Ontario (`Belleville HoldCo")
- 2 -
- and—
Belleville Electric Corporation, a corporation existing under the
laws of Ontario ("Belleville WiresCo")
- and -
1444141 Ontario Limited, a corporation existing under the laws of
Ontario ("Belleville RetailCo")
(Belleville HoldCo, Belleville WiresCo and Belleville RetailCo are referred to
collectively herein as the"Belleville Successor Corporations")
RECITALS:
A. The parties hereto entered into a merger agreement made as of the 3rd of November,
2000 (the "Merger Agreement") to provide for the merger of the businesses of Veridian
Group with the electricity retailing and distribution businesses of Belleville (since
transferred to the Belleville Successor Corporations);
B. The Merger Agreement provides, among other things, that the Amalgamation Date shall
occur not later than June 30, 2001;
C. The parties have not yet received the regulatory approval required from the OEB
pursuant to the OEB Act and, accordingly, the parties have decided to extend the outside
date for the amalgamation as set out herein.
NOW THEREFORE THIS 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. Capitalized Terms. All capitalized terms used in this Agreement and not defined herein
shall have the meanings given to them in the Merger Agreement.
2. Extension of Outside Date: The parties hereby amend the Merger Agreement by
deleting the date "June 30, 2001" in Section 7.1(i) and replacing it with the date"September 28,
2001".
3. No Other Amendments. Except as expressly set out herein the Merger Agreement
remains in full force and effect, unamended.
- 3 -
IN WITNESS WHEREOF the parties hereto have duly authorized and executed this
Amending Agreement as of the day and year first above written.
THE CORPORATION OF THE TOWN OF AJAX
By: US
Name:
Title:
By: c/s
Name:
Title:
THE CORPORATION OF THE MUNICIPALITY OF
CLARINGTON
By: c/s
Name:
Title:
By: c/s
Name:
Title:
THE CORPORATION OF THE CITY OF
PICKERING
By: c/s -
Name:
Title:
By: c/s
Name:
Title:
- 4 -
VERIDIAN CORPORATION
By: Us
Name:
Title:
By: c/s
Name:
Title:
VERIDIAN CONNECTIONS INC.
By: c/s
Name:
Title:
By: c/s
Name:
Title:
VERIDIAN ENERGY INC.
By: Us
Name:
Title:
By: c/s
Name: -
Title:
- $ -
THE CORPORATION OF THE CITY OF
BELLEVILLE
By:
c/s
Name: GEOR E A. JOIAS
Title: MAY R
By:
P
Name: AARYJ PLAMONDON
Title: �IWJ CLERK
1437864 ONTARIO LIMITED
By:a K)-)", — c/s
Name:
Title
BELLEVILLE ELECTRIC CORPORATION
By, \ c/s
Name:
Title:
1444141 ONTARIO LIMITED
ByA t c/s
Name:
Title: -