Title
MERGER OF ALECTRA AND GUELPH HYDRO
WHEREAS Barrie Hydro Holdings Inc., the Municipality's subsidiary (the "Subsidiary") and The Corporation of the City of Barrie (the "Municipality") are parties to the Unanimous Shareholders Agreement for Alectra Inc. ("Alectra") dated January 31, 2017 (the "Current Alectra Shareholder Agreement");
AND WHEREAS the Board of Directors of the Subsidiary will consider the purchase by Alectra of all of the issued and outstanding shares of Guelph Hydro Electric Systems Inc. ("GHESI") from Guelph Municipal Holdings Inc. ("GMHI") in consideration for the issuance to GMHI of Class G Common Shares in the capital of Alectra, and the amalgamation of Alectra Utilities Corporation ("AUC") with GHESI, both of which at such time will be wholly-owned subsidiaries of Alectra, under Section 174 of the Business Corporations Act (Ontario), to continue as one local distribution company to be called Alectra Utilities Corporation, all conditional upon the completion of a merger participation agreement to be entered into between Alectra, AUC, GHESI and GMHI, in accordance with the conditions set out therein;
AND WHEREAS it is desirable to amend the Current Alectra Shareholder Agreement to add GMHI and The Corporation of the City of Guelph as parties thereto (the "New Alectra Shareholder Agreement");
AND WHEREAS the form of New Alectra Shareholder Agreement has been provided to the Municipality;
AND WHEREAS management of Alectra and staff of AUC, and their advisors, have provided a review of the key aspects of the New Alectra Shareholder Agreement;
NOW THEREFORE IT IS RESOLVED THAT:
1. Subject to approval of the Board of Directors of the Subsidiary, the City of Barrie authorizes and approves the New Alectra Shareholder Agreement, substantially in accordance with the form presented to the Municipality, subject to any non-material modifications or amendments as approved by the President, CEO and General Counsel and Secretary of Alectra and auth...
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