WFT » Topics » Nominee

This excerpt taken from the WFT DEF 14A filed Jan 15, 2009.
Following the shareholders meeting on February 17, 2009 and a hearing of the Supreme Court of Bermuda scheduled for February 20, 2009, assuming we have obtained the necessary shareholder approval and court sanction, American Stock Transfer & Trust Company, LLC will be appointed to act as nominee on behalf and for the account of the shareholders to assist in effecting the Transaction, as described in “— The Scheme of Arrangement and the Share Exchange Agreement” and “— Court Sanction of the Scheme of Arrangement.” The Nominee will sign a subscription agreement for the shares of Weatherford-Switzerland to be transferred to the shareholders. It will own bare legal title to these shares upon the issuance thereof solely for the account and benefit of the shareholders and will act as trustee for the shareholders for the instant in time that it holds bare legal title to the shares. The Nominee is required to act in such capacity in order for the Transaction to comply with certain procedural provisions of Swiss law, and the Nominee has no power to dispose of the shares of Weatherford-Switzerland other than pursuant to the Transaction. Shareholder approval of the Scheme of Arrangement will also constitute shareholder approval of the appointment of the Nominee.
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