Common use of Take-over Bids Clause in Contracts

Take-over Bids. 7.29.1 If within 120 days after the date of a take-over bid, the bid is accepted by the Trust Unitholders of not less than 90% of the outstanding Trust Units, other than Trust Units held at the date of the take-over bid by or on behalf of the offeror or an affiliate or associate of the offeror, the offeror is entitled, on complying with this section, to acquire the Trust Units held by the dissenting offerees. 7.29.2 An offeror may acquire Trust Units held by a dissenting offeree by sending by registered mail within 60 days after the date of termination of the take-over bid and in any event within 180 days after the date of the take-over bid, an offeror’s notice to each dissenting offeree stating that: (a) the offerees holding more than 90% of the Trust Units to which the bid relates accepted the take-over bid; (b) the offeror is bound to take up and pay for or has taken up and paid for the Trust Units of the offerees who accepted the take-over bid; (c) a dissenting offeree is required to elect: (i) to transfer his Trust Units to the offeror on the terms on which the offeror acquired the Units of the offerees who accepted the take-over bid; or (ii) to demand payment of the fair value of his Trust Units in accordance with subsections 7.29.8 to 7.29.16 by notifying the offeror within 20 days after he receives the offeror’s notice; (d) a dissenting offeree who does not notify the offeror in accordance with subsection 7.29.2(c)(ii) is deemed to have elected to transfer his Trust Units to the offeror on the same terms that the offeror acquired the Trust Units from the offerees who accepted the take-over bid; and (e) a dissenting offeree must send his Trust Units to which the take-over bid relates to the Trust within 20 days after he receives the offeror’s notice. 7.29.3 Concurrently with sending the offeror’s notice under subsection 7.29.2, the offeror shall send to the Trust a notice of adverse claim disclosing the name and address of the offeror and the name of the dissenting offeree with respect to each Trust Unit held by a dissenting offeree. 7.29.4 A dissenting offeree to whom an offeror’s notice is sent under subsection 7.29.2 shall, within 20 days after he receives that notice, send his Unit Certificate(s) to the Trust. 7.29.5 Within 20 days after the offeror sends an offeror’s notice under subsection 7.29.2, the offeror shall pay or transfer to the Trust the amount of money or other consideration that the offeror would have had to pay or transfer to a dissenting offeree if the dissenting offeree had elected to accept the take-over bid under subsection 7.29.2(c)(i). 7.29.6 The Trust is deemed to hold for the benefit of the dissenting offeree the money or other consideration it receives under subsection 7.29.5, and the Trust shall deposit the money in a separate account in a bank or other body corporate any of whose deposits are insured by the Canada Deposit Insurance Corporation (or any successor thereof) or guaranteed by the Québec Deposit Insurance Board (or any successor thereof), and shall place the other consideration in the custody of a chartered bank or trust company. 7.29.7 Within 30 days after the offeror sends an offeror’s notice under subsection 7.29.2, the Trust shall: (a) issue to the offeror a Unit Certificate in respect of the Trust Units that were held by the dissenting offerees; (b) give to each dissenting offeree who elects to accept the take-over bid terms under subsection 7.29.2(c)(i) and who sends his Unit Certificates as required under subsection 7.29.4, the money or other consideration to which he is entitled, disregarding fractional Trust Units, if any, which may be paid for in money; and (c) send to each dissenting offeree who has not sent his Unit Certificates as required under subsection 7.29.4 a notice stating that: (i) his Trust Units have been cancelled; (ii) the Trust or some designated person holds in trust for him the money or other consideration to which he is entitled as payment for or in exchange for his Trust Units; and (iii) the Trust will, subject to the provisions of subsections 7.29.8 to 7.29.16, send that money or other consideration to him forthwith after receiving his Trust Units. 7.29.8 If a dissenting offeree has elected to demand payment of the fair value of his Trust Units under subsection 7.29.2(c)(ii), the offeror may, within 20 days after it has paid the money or transferred the other consideration under subsection 7.29.5, apply to a court to fix the fair value of the Units of that dissenting offeree. 7.29.9 If an offeror fails to apply to a court under subsection 7.29.8, a dissenting offeree may apply to a court for the same purpose within a further period of 20 days. 7.29.10 Where no application is made to a court under subsection 7.29.9 within the period set out in that subsection, a dissenting offeree is deemed to have elected to transfer his Trust Units to the offeror on the same terms that the offeror acquired the Trust Units from the offerees who accepted the take-over bid. 7.29.11 An application under subsections 7.29.8 or 7.29.9 shall be made to a court having jurisdiction in the place where the Trust has its office or in the province where the dissenting offeree resides if the Trust carries on its affairs in that province. 7.29.12 A dissenting offeree is not required to give security for costs in an application made under subsections 7.29.8 or 7.29.9. 7.29.13 On an application under subsections 7.29.8 or 7.29.9: (a) all dissenting offerees referred to in subsection 7.29.2(c)(ii) whose Trust Units have not been acquired by the offeror shall be joined as parties and shall be bound by the decision of the court; and (b) the offeror shall notify each affected dissenting offeree of the date, place and consequences of the application and of his right to appear and be heard in person or by counsel.

Take-over Bids. 7.29.1 7.28.1 If within 120 days after the date of a take-over bid, the bid is accepted by the Trust Unitholders of not less than 90% of the outstanding Trust Units, other than Trust Units held at the date of the take-over bid by or on behalf of the offeror or an affiliate or associate of the offeror, the offeror is entitled, on complying with this section, to acquire the Trust Units held by the dissenting offerees. 7.29.2 7.28.2 An offeror may acquire Trust Units held by a dissenting offeree by sending by registered mail within 60 days after the date of termination of the take-over bid and in any event within 180 days after the date of the take-over bid, an offeror’s notice to each dissenting offeree stating that: (a) the offerees holding more than 90% of the Trust Units to which the bid relates accepted the take-over bid; (b) the offeror is bound to take up and pay for or has taken up and paid for the Trust Units of the offerees who accepted the take-over bid; (c) a dissenting offeree is required to elect: (i) to transfer his Trust Units to the offeror on the terms on which the offeror acquired the Units of the offerees who accepted the take-take- over bid; or (ii) to demand payment of the fair value of his Trust Units in accordance with subsections 7.29.8 7.28.8 to 7.29.16 7.28.16 by notifying the offeror within 20 days after he receives the offeror’s notice; (d) a dissenting offeree who does not notify the offeror in accordance with subsection 7.29.2(c)(ii7.28.2(c)(ii) is deemed to have elected to transfer his Trust Units to the offeror on the same terms that the offeror acquired the Trust Units from the offerees who accepted the take-over bid; and (e) a dissenting offeree must send his Trust Units to which the take-over bid relates to the Trust within 20 days after he receives the offeror’s notice. 7.29.3 7.28.3 Concurrently with sending the offeror’s notice under subsection 7.29.27.28.2, the offeror shall send to the Trust a notice of adverse claim disclosing the name and address of the offeror and the name of the dissenting offeree with respect to each Trust Unit held by a dissenting offeree. 7.29.4 7.28.4 A dissenting offeree to whom an offeror’s notice is sent under subsection 7.29.2 7.28.2 shall, within 20 days after he receives that notice, send his Unit Certificate(s) to the Trust. 7.29.5 7.28.5 Within 20 days after the offeror sends an offeror’s notice under subsection 7.29.27.28.2, the offeror shall pay or transfer to the Trust the amount of money or other consideration that the offeror would have had to pay or transfer to a dissenting offeree if the dissenting offeree had elected to accept the take-take- over bid under subsection 7.29.2(c)(i7.28.2(c)(i). 7.29.6 7.28.6 The Trust is deemed to hold for the benefit of the dissenting offeree the money or other consideration it receives under subsection 7.29.57.28.5, and the Trust shall deposit the money in a separate account in a bank or other body corporate any of whose deposits are insured by the Canada Deposit Insurance Corporation (or any successor thereof) or guaranteed by the Québec Deposit Insurance Board (or any successor thereof), and shall place the other consideration in the custody of a chartered bank or trust company. 7.29.7 7.28.7 Within 30 days after the offeror sends an offeror’s notice under subsection 7.29.27.28.2, the Trust shall: (a) issue to the offeror a Unit Certificate in respect of the Trust Units that were held by the dissenting offerees; (b) give to each dissenting offeree who elects to accept the take-over bid terms under subsection 7.29.2(c)(i7.28.2(c)(i) and who sends his Unit Certificates as required under subsection 7.29.47.28.4, the money or other consideration to which he is entitled, disregarding fractional Trust Units, if any, which may be paid for in money; and (c) send to each dissenting offeree who has not sent his Unit Certificates as required under subsection 7.29.4 7.28.4 a notice stating that: (i) his Trust Units have been cancelled; (ii) the Trust or some designated person holds in trust for him the money or other consideration to which he is entitled as payment for or in exchange for his Trust Units; and (iii) the Trust will, subject to the provisions of subsections 7.29.8 7.28.8 to 7.29.167.28.16, send that money or other consideration to him forthwith after receiving his Trust UnitsUnit Certificate. 7.29.8 7.28.8 If a dissenting offeree has elected to demand payment of the fair value of his Trust Units under subsection 7.29.2(c)(ii7.28.2(c)(ii), the offeror may, within 20 days after it has paid the money or transferred the other consideration under subsection 7.29.57.28.5, apply to a court to fix the fair value of the Units of that dissenting offeree. 7.29.9 7.28.9 If an offeror fails to apply to a court under subsection 7.29.87.28.8, a dissenting offeree may apply to a court for the same purpose within a further period of 20 days. 7.29.10 7.28.10 Where no application is made to a court under subsection 7.29.9 7.28.9 within the period set out in that subsection, a dissenting offeree is deemed to have elected to transfer his Trust Units to the offeror on the same terms that the offeror acquired the Trust Units from the offerees who accepted the take-over bid. 7.29.11 7.28.11 An application under subsections 7.29.8 7.28.8 or 7.29.9 7.28.9 shall be made to a court having jurisdiction in the place where the Trust has its office or in the province where the dissenting offeree resides if the Trust carries on its affairs in that province.office 7.29.12 7.28.12 A dissenting offeree is not required to give security for costs in an application made under subsections 7.29.8 7.28.8 or 7.29.97.28.9. 7.29.13 7.28.13 On an application under subsections 7.29.8 7.28.8 or 7.29.97.28.9: (a) all dissenting offerees referred to in subsection 7.29.2(c)(ii7.28.2(c)(ii) whose Trust Units have not been acquired by the offeror shall be joined as parties and shall be bound by the decision of the court; and (b) the offeror shall notify each affected dissenting offeree of the date, place and consequences of the application and of his right to appear and be heard in person or by counsel.