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Document Preview Voting and Exchange Trust Agreement |
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Title: |
Voting and Exchange Trust Agreement |
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Entities: |
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Date: |
2004 |
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Size: |
Preview shows 12KB of 97KB total |
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Price: |
$41 |
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ID: |
#700250 |
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MEMORANDUM OF AGREEMENT made as of the 29th day of October, 2004,
BETWEEN:
| LOJACK CORPORATION, a corporation existing under the laws of The Commonwealth of Massachusetts (hereinafter referred to as LoJack), |
AND:
| LOJACK EXCHANGECO CANADA INC., a company existing under the laws of Canada (hereinafter referred to as LoJack Exchangeco), |
AND:
| COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company incorporated under the laws of Canada (hereinafter referred to as Trustee), |
WHEREAS in connection with the Combination Agreement (as herein defined), LoJack Exchangeco is to issue Exchangeable Shares (as herein defined) to certain holders of securities of Boomerang (as herein defined) pursuant to the Plan of Arrangement (as herein defined) contemplated in the Combination Agreement;
AND WHEREAS pursuant to the Combination Agreement, LoJack and LoJack Exchangeco have agreed to execute a voting and exchange trust agreement substantially in the form of this Agreement;
NOW, THEREFORE, in consideration of the respective covenants and agreements provided in this Agreement and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto covenant and agree as follows:
| 1.1 | Definitions |
In this Agreement, the following terms shall have the following meanings:
| affiliate has the meaning ascribed thereto in the Securities Act, unless otherwise expressly stated herein; |
| Arrangement means the arrangement under section 192 of the CBCA on the terms and subject to the conditions set out in the Plan of Arrangement, subject to any amendments or variations thereto made in accordance with section 6.1 of the Combination Agreement, Article 6 of the Plan of Arrangement or made at the direction of the Court; |
-2-
| Automatic Exchange Rights means the benefit of the obligation of LoJack to effect the automatic exchange of Exchangeable Shares for LoJack Common Shares pursuant to section 5.12; |
| Beneficiaries means the registered holders from time to time of Exchangeable Shares, other than LoJack and its affiliates; |
| Beneficiary Votes has the meaning ascribed thereto in section 4.2; |
| Board of Directors means the Board of Directors of LoJack Exchangeco; |
| Boomerangmeans Boomerang Tracking Inc., a corporation existing under the CBCA; |
| Business Day means any day on which commercial banks are generally open for business in Boston, Massachusetts, and Montreal, Quebec, other than a Saturday, a Sunday or a day observed as a holiday in Boston, Massachusetts, or in Montreal, Quebec; |
| Canadian Dollar Equivalent means, in respect of an amount expressed in United States dollars (the U.S. Currency Amount) at any date the product obtained by multiplying (a) the U.S. Currency Amount, by (b) the noon spot exchange rate for United States dollars expressed in Canadian dollars as reported by the Bank of Canada on that date or, in the event no rate was reported on that date, the rate on the first prior date for which such rate was reported; |
| CBCAmeans the Canada Business Corporations Act as now in effect and as it may be amended; |
| Combination Agreement means the agreement made August 16, 2004 among LoJack, LoJack Exchangeco and Boomerang, as amended, supplemented and/or restated in accordance therewith prior to the Effective Date, providing for, among other things, the Arrangement; |
| Current Market Price means, in respect of a LoJack Common Share on any date, the Canadian Dollar Equivalent of the average of the closing bid and asked prices of LoJack Common Shares during a period of 20 consecutive trading days ending not more than three trading days before such date on The NASDAQ National Market, or, if the LoJack Common Shares are not then listed on The NASDAQ National Market, on such other stock exchange or automated quotation system on which the LoJack Common Shares are listed or quoted, as the case may be, as may be selected by the Board of Directors for such purpose; provided however, that if in the opinion of the Board of Directors the public distribution or trading activity of LoJack Common Shares during such period does not create a market which reflects the fair market value of a LoJack Common Share, then the Current Market Price of a LoJack Common Share shall be determined by the Board of Directors, in good faith and in its sole discretion, and provided further that any such selection, opinion or determination by the Board of Directors shall be conclusive and binding; |
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