SU » Topics » 2.3 Petro-Canada Electing Shareholders

This excerpt taken from the SU 6-K filed Sep 11, 2009.

2.3      Petro-Canada Electing Shareholders

 

With respect to the election that may be made by an Eligible Petro-Canada Shareholder pursuant to subsection 2.2(b):

 

(a)      subject to subsection 2.3(b), each Eligible Petro-Canada Shareholder shall be entitled to make such election by depositing with the Depositary, prior to the Petro-Canada Election Deadline, a validly completed and duly signed Letter of Transmittal and Election Form indicating such holder’s election, together with certificates representing such holder’s Petro-Canada Shares;

 

(b)      the maximum number of Petro-Canada Shares that may be elected by all Eligible Petro-Canada Shareholders to be transferred to Subco 2 shall not exceed 15% of the number of issued and outstanding Petro-Canada Shares as of the Petro-Canada Election Deadline (the Petro-Canada Transfer Limit’’). In the event the aggregate number of Petro-Canada Shares in respect of which Petro-Canada Electing Shareholders have validly and duly deposited elections with the Depositary pursuant to subsection 2.3(a) to transfer to Subco 2 (the Aggregate Petro-Canada Shareholder Elected Amount’’) exceeds the Petro-Canada Transfer Limit, then the number of Petro-Canada Shares which a particular Petro-Canada Electing Shareholder has otherwise elected to be transferred to Subco 2 in the Filed Letter of Transmittal of such Petro-Canada Electing Shareholder (the Original Petro-Canada Shareholder Elected Amount’’) shall be reduced to such number of whole Petro-Canada Shares (with all fractions being rounded down to the nearest whole number of Petro-Canada Shares) (the Reduced Petro-Canada Shareholder Elected Amount’’) as is equal to the following formula:

 

Petro-Canada Transfer Limit

x  Original Petro-Canada Shareholder

Aggregate Petro-Canada Shareholder Elected Amount

           Elected Amount

 

and each such Petro-Canada Electing Shareholder shall (i) be deemed to have elected to transfer to Subco 2 such number of Petro-Canada Shares as is equal to the Reduced Petro-Canada Shareholder Elected Amount of such Petro-Canada Electing Shareholder and (ii) be deemed to have not elected to transfer to Subco 2 the balance of the Petro-Canada Shares in respect of which the Petro-Canada Electing Shareholder otherwise elected in the Filed Letter of Transmittal and such Petro-Canada Shares shall be converted to Amalco Shares upon the Arrangement in accordance with subsection 2.2(f)(xv)(D) and all such elections made in the Filed Letters of Transmittal shall be amended accordingly; and

 

(c)     any Petro-Canada Shares held by an Eligible Petro-Canada Shareholder who: (i) does not deposit with the Depositary a validly completed and duly signed Letter of Transmittal and Election Form prior to the Petro-Canada Election Deadline, (ii) otherwise fails to comply with the requirements of subsection 2.3(a) and the Letter of Transmittal and Election Form or (iii) fails to elect to exchange the Petro-Canada Shares held by such Petro-Canada Eligible Shareholder as contemplated by subsections 2.2(b) and 2.2(c), shall be converted to Amalco Shares upon the Arrangement in accordance with subsection 2.2(f)(xv)(D).

 

This excerpt taken from the SU 6-K filed Aug 4, 2009.

2.3      Petro-Canada Electing Shareholders

 

With respect to the election that may be made by an Eligible Petro-Canada Shareholder pursuant to subsection 2.2(b):

 

(a)      subject to subsection 2.3(b), each Eligible Petro-Canada Shareholder shall be entitled to make such election by depositing with the Depositary, prior to the Petro-Canada Election Deadline, a validly completed and duly signed Letter of Transmittal and Election Form indicating such holder’s election, together with certificates representing such holder’s Petro-Canada Shares;

 

(b)      the maximum number of Petro-Canada Shares that may be elected by all Eligible Petro-Canada Shareholders to be transferred to Subco 2 shall not exceed 15% of the number of issued and outstanding Petro-Canada Shares as of the Petro-Canada Election Deadline (the Petro-Canada Transfer Limit’’). In the event the aggregate number of Petro-Canada Shares in respect of which Petro-Canada Electing Shareholders have validly and duly deposited elections with the Depositary pursuant to subsection 2.3(a) to transfer to Subco 2 (the Aggregate Petro-Canada Shareholder Elected Amount’’) exceeds the Petro-Canada Transfer Limit, then the number of Petro-Canada Shares which a particular Petro-Canada Electing Shareholder has otherwise elected to be transferred to Subco 2 in the Filed Letter of Transmittal of such Petro-Canada Electing Shareholder (the Original Petro-Canada Shareholder Elected Amount’’) shall be reduced to such number of whole Petro-Canada Shares (with all fractions being rounded down to the nearest whole number of Petro-Canada Shares) (the Reduced Petro-Canada Shareholder Elected Amount’’) as is equal to the following formula:

 

Petro-Canada Transfer Limit

x  Original Petro-Canada Shareholder

Aggregate Petro-Canada Shareholder Elected Amount

           Elected Amount

 

and each such Petro-Canada Electing Shareholder shall (i) be deemed to have elected to transfer to Subco 2 such number of Petro-Canada Shares as is equal to the Reduced Petro-Canada Shareholder Elected Amount of such Petro-Canada Electing Shareholder and (ii) be deemed to have not elected to transfer to Subco 2 the balance of the Petro-Canada Shares in respect of which the Petro-Canada Electing Shareholder otherwise elected in the Filed Letter of Transmittal and such Petro-Canada Shares shall be converted to Amalco Shares upon the Arrangement in accordance with subsection 2.2(f)(xv)(D) and all such elections made in the Filed Letters of Transmittal shall be amended accordingly; and

 

(c)     any Petro-Canada Shares held by an Eligible Petro-Canada Shareholder who: (i) does not deposit with the Depositary a validly completed and duly signed Letter of Transmittal and Election Form prior to the Petro-Canada Election Deadline, (ii) otherwise fails to comply with the requirements of subsection 2.3(a) and the Letter of Transmittal and Election Form or (iii) fails to elect to exchange the Petro-Canada Shares held by such Petro-Canada Eligible Shareholder as contemplated by subsections 2.2(b) and 2.2(c), shall be converted to Amalco Shares upon the Arrangement in accordance with subsection 2.2(f)(xv)(D).

 

This excerpt taken from the SU 6-K filed May 1, 2009.

2.3     Petro-Canada Electing Shareholders

          With respect to the election that may be made by an Eligible Petro-Canada Shareholder pursuant to subsection 2.2(b):

    (a)
    subject to subsection 2.3(b), each Eligible Petro-Canada Shareholder shall be entitled to make such election by depositing with the Depositary, prior to the Petro-Canada Election Deadline, a validly completed and duly signed Letter of Transmittal and Election Form indicating such holder's election, together with certificates representing such holder's Petro-Canada Shares;

    (b)
    the maximum number of Petro-Canada Shares that may be elected by all Eligible Petro-Canada Shareholders to be transferred to Subco 2 shall not exceed 15% of the number of issued and outstanding Petro-Canada Shares as of the Petro-Canada Election Deadline (the "Petro-Canada Transfer Limit"). In the event the aggregate number of Petro-Canada Shares in respect of which Petro-Canada Electing Shareholders have validly and duly deposited elections with the Depositary pursuant to subsection 2.3(a) to transfer to Subco 2 (the "Aggregate Petro-Canada Shareholder Elected Amount") exceeds the Petro-Canada Transfer Limit, then the number of Petro-Canada Shares which a particular Petro-Canada Electing Shareholder has otherwise elected to be transferred to Subco 2 in the Filed Letter of Transmittal of such Petro-Canada Electing Shareholder (the "Original Petro-Canada Shareholder Elected Amount") shall be reduced to such number of whole Petro-Canada Shares (with all fractions being rounded down to the nearest whole number of Petro-Canada Shares) (the "Reduced Petro-Canada Shareholder Elected Amount") as is equal to the following formula:
  Petro-Canada Transfer Limit

Aggregate Petro-Canada Shareholder Elected Amount
  ×   Original Petro-Canada Shareholder Elected Amount

      and each such Petro-Canada Electing Shareholder shall (i) be deemed to have elected to transfer to Subco 2 such number of Petro-Canada Shares as is equal to the Reduced Petro-Canada Shareholder Elected Amount of such Petro-Canada Electing Shareholder and (ii) be deemed to have not elected to transfer to Subco 2 the balance of the Petro-Canada Shares in respect of which the Petro-Canada Electing Shareholder otherwise elected in the Filed Letter of Transmittal and such Petro-Canada Shares shall be converted to Amalco Shares upon the Arrangement in accordance with subsection 2.2(f)(xv)(D) and all such elections made in the Filed Letters of Transmittal shall be amended accordingly; and

    (c)
    any Petro-Canada Shares held by an Eligible Petro-Canada Shareholder who: (i) does not deposit with the Depositary a validly completed and duly signed Letter of Transmittal and Election Form prior to the Petro-Canada Election Deadline, (ii) otherwise fails to comply with the requirements of

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      subsection 2.3(a) and the Letter of Transmittal and Election Form or (iii) fails to elect to exchange the Petro-Canada Shares held by such Petro-Canada Eligible Shareholder as contemplated by subsections 2.2(b) and 2.2(c), shall be converted to Amalco Shares upon the Arrangement in accordance with subsection 2.2(f)(xv)(D).

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