Core Principles. Each of Newco and CN agree that the Corporations shall be governed in a manner that gives full effect to the following principles (the "Core Principles"): 1.1.1. Newco and CN shall each maintain its separate corporate existence but shall operate together as a single economic enterprise, and shall be managed on a unified basis for the benefit of the public shareholders of the two Corporations as a combined group; 1.1.2. Members of the boards of directors and the Chief Executive Officer of Newco and CN will be identical and other members of senior management will be selected to allow the Corporations to be managed on a unified basis; 1.1.3. Participating shares and voting shares of the Corporations, other than the CN Limited Voting Equity Shares, will be issued, traded and transferred together in the form of Trading Units, with the consequence that all holders of such shares (a) will benefit identically when dividends are declared or other distributions are made by either Corporation or on liquidation of either Corporation, and (b) will have the right to vote or to direct votes in each Corporation; and 1.1.4. Newco shall comply with the provisions of the CN Commercialization Act as to the restriction on ownership of shares and the location of its head office and shall adopt the principles of the Official Languages Act (Canada) as provided herein.
Appears in 1 contract
Sources: Combination Agreement (Burlington Northern Santa Fe Corp)
Core Principles. Each of Newco and CN agree that the Corporations shall be governed in a manner that gives full effect to the following principles (the "Core Principles"):
1.1.1. Newco and CN shall each maintain its separate corporate existence but shall operate together as a single economic enterprise, and shall be managed on a unified basis for the benefit of the public shareholders of the two Corporations as a combined group;
1.1.2. Members of the boards of directors and the Chief Executive Officer of Newco and CN will be identical and other members of senior management will be selected to allow the Corporations to be managed on a unified basis;
1.1.3. Participating shares and voting shares of the Corporations, other than the CN Special Limited Voting Shares and the CN Non-voting Equity Shares, will be issued, traded and transferred together in the form of Trading Units, with the consequence that all holders of such shares (a) will benefit identically when dividends are declared or other distributions are made by either Corporation or on liquidation of either Corporation, and (b) will have the right to vote or to direct votes in each Corporation; and
1.1.4. Newco shall comply with the provisions of the CN Commercialization Act as to the restriction on ownership of shares and the location of its head office and shall adopt the principles of the Official Languages Act (Canada) as provided herein.
Appears in 1 contract
Sources: Combination Agreement (Burlington Northern Santa Fe Corp)