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VRSN » Topics » Rights of Dissent

These excerpts taken from the VRSN 10-K filed Mar 3, 2009.

Rights of Dissent

 

19. THIS COURT ORDERS that:

 

  (a) each registered Shareholder as of the Record Date, and

 

  (b) each non-registered Shareholder as of the Record Date who becomes a registered Shareholder as of the Dissent Deadline (defined below), and

 

  (c) each holder of Options as of the Record Date who (i) exercises their Options prior to the Dissent Deadline (defined below), and (ii) is a registered Shareholder as of the Dissent Deadline (defined below),

 

shall be entitled to exercise rights of dissent in connection with the Arrangement Resolution in accordance with section 190 of the CBCA, as modified by the terms of the Plan of Arrangement and this Interim Order, including that:

 

  (a) notwithstanding subsection 190(5) of the CBCA, the written objection to the Arrangement Resolution referred to in subsection 190(5) of the CBCA must be received by Certicom as set out in the Circular by no later than 5:00 p.m. (Toronto time) on the Business Day that is two Business Days prior to the date of the Meeting (or any adjournment or postponement thereof) (the “Dissent Deadline”),

 

  (b) notwithstanding section 190 of the CBCA, if the Arrangement is completed, [Acquiror] shall be required to offer to pay fair value as of the day prior to approval of the Arrangement Resolution, to Shareholders who duly exercise rights of dissent, and to pay the amount to which such holders may be entitled pursuant to the terms of the Plan of Arrangement, and

 

  (c) the “court” referred to in section 190 of the CBCA means this Honourable Court.

 

20. THIS COURT ORDERS that registered Shareholders who duly exercise such rights of dissent set out in paragraph 19 above and who:

 

  (a)

are determined to be entitled to be paid fair value for their Common Shares, shall be deemed to have transferred their Common Shares to [Acquiror] as of the

 

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Effective Time without any further act or formality and free and clear of all hypothecs, mortgages, liens, charges, security interests, encumbrances, restrictions, adverse claims or other claims of third parties of any kind, for cancellation in consideration for a payment of cash from [Acquiror] equal to such fair value, or

 

  (b) are not entitled, for any reason, to be paid fair value for their Common Shares pursuant to the exercise of the right of dissent, shall be deemed to have participated in the Plan of Arrangement on the same basis and at the same time as any non-dissenting registered Shareholder,

 

but in no case shall Certicom or [Acquiror] or any other person or entity be required to recognize such dissenting Shareholders as holders of Common Shares at or after the Effective Time, and the names of such dissenting Shareholders shall be deleted from the registers of the Shareholders at the Effective Time.

 

RIGHTS OF DISSENT

 

3.1 Dissent Rights

 

  (1) Each Shareholder may exercise rights of dissent with respect to its Shares pursuant to and in the manner set forth in section 190 of the CBCA as modified by the Interim Order and this Section 3.1 (the “Dissent Rights”); provided that a Notice of Dissent is received by the Company by no later than 5:00 p.m. (Toronto time) on the Business Day that is two Business Days prior to the date of the Special Meeting, or, if the Meeting is adjourned or postponed, 5:00 p.m. (Toronto time) on the Business Day that is two Business Days preceding the date of such adjourned or postponed Special Meeting.

 

  (2) Shareholders who duly and validly exercise their Dissent Rights shall be deemed to have transferred their Shares, without any further act or formality on their part, free and clear of all Liens, to the Acquiror as provided in Section 2.2(2), and such Shareholders who: (i) are ultimately determined to be entitled to be paid fair value for their Shares shall be entitled to a payment of cash equal to such fair value, and will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement in respect of such Shares had such Shareholders not exercised their Dissent Rights; or (ii) are ultimately determined not to be entitled, for any reason, to be paid fair value for their Shares shall have participated and shall be deemed to have participated in the Arrangement, as at the Effective Time, on the same basis as a non-Dissenting Shareholder and shall receive cash consideration in respect of their Shares on the basis set forth in Article 2.

 

  (3) In addition to any other restrictions under Section 190 of the CBCA, none of the following shall be entitled to exercise Dissent Rights: (i) Optionholders and (ii) Shareholders who vote in favour of the Arrangement Resolution.

 

  (4) In no case shall the Company, the Acquiror, the Depository, the registrar and transfer agent in respect of the Shares or any other Person be required to recognize a Dissenting Shareholder as a holder of Shares after the Effective Time and the name of each Dissenting Shareholder shall be deleted from the registers of holders of Shares as at the Effective Time as provided in Article 2.

 

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EXCERPTS ON THIS PAGE:

10-K (2 sections)
Mar 3, 2009

RELATED TOPICS for VRSN:

"Rights of Dissent" elsewhere:

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