Share Purchase Agreement By-law

BY-LAW Number: 
2012-011
Summary: 

BEING A BY-LAW TO AUTHORIZE THE ENTERING INTO AND EXECUTION OF A SHARE PURCHASE AGREEMENT RESPECTING THE SALE OF THE SHARES OF THE TOWN OF COLLINGWOOD (THE “TOWN”) IN COLLINGWOOD UTILITY SERVICES CORP. (“CUS”) TO POWERSTREAM INC., A SHAREHOLDERS AGREEMENT IN RESPECT OF CUS AND RELATED MATTERS


NOTICE:

For a complete version of this document, including all related materials, download the attached PDF:

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2012-011 Share Purchase Agmt CUS.pdf596 KB
 
WHEREAS CUS is wholly owned by the Town;
 
AND WHEREAS each of Collus Power Corp. (“Collus”), Collus Energy Corp. (“Energy”) and Collus Solutions Corp. (“Solutions”) is a wholly owned subsidiary of CUS (collectively, Collus, Energy and Solutions are referred to as the “Subsidiaries”);
 
AND WHEREAS the Town, as the sole shareholder of CUS, wishes to approve a transaction (the “Transaction”) wherein the Town will sell 50% of its shares in the issued capital of CUS (the “Shares”) to PowerStream Inc. (“PowerStream”), pursuant to a share purchase agreement (the “Share Purchase Agreement”) and enter into an agreement respecting the governance, shareholdings and related matters of and regarding CUS (the “Unanimous Shareholders Agreement”), each of the draft Share Purchase Agreement and the Unanimous Shareholder Agreement having been provided to Council and approved by CUS;
 
AND WHEREAS it is in the interest of the Town and CUS to enter into the Share Purchase Agreement, to approve the Transaction contemplated thereby, and following the fulfillment of and completion of certain conditions precedent set out therein, sell the Shares and enter into the Unanimous Shareholders Agreement,
 
NOW THEREFORE COUNCIL OF THE CORPORATION OF THE TOWN OF COLLINGWOOD ENACTS AS FOLLOWS:
 
  1. THAT Report No. CAO2012-01 be received.
     
  2. THAT the Town enter into the Share Purchase Agreement and the Unanimous Shareholders Agreement with PowerStream, once those agreements are in a form and content to the satisfaction of the Mayor.
     
  3. THAT the Mayor or the Clerk be authorized, for and on behalf of the Town, to execute the Share Purchase Agreement and the Unanimous Shareholders Agreement, with such changes as they may consider reasonable, and to execute all documentation necessary to effect the sale of the Shares to PowerStream, the Transaction and this By-law, including without limitation approve financing, authorize and file articles of amendment, amend bylaws, amend and enter into service agreements between the Town and CUS or its Subsidiaries, authorize dividends to be declared and paid by CUS and the Subsidiaries and authorize repayment of debt under the outstanding promissory note issued to the Town by Collus.
     
  4. THAT this By-law shall come into full force and effect on the date of final passage hereof at which time all By-laws and/or resolutions that are inconsistent with the provisions of this By-law and the same are hereby repealed or rescinded insofar as it is necessary to give effect to the provisions of this By-law.
 
ENACTED AND PASSED this 23rd day of January, 2012.
 
 
____________________________
MAYOR
 
____________________________
CLERK
AttachmentSize
2012-011 Share Purchase Agmt CUS.pdf596 KB