Western Wind Energy Corp V.WND

Brookfield Top-Up Payment

[Blkbartt25]

Thanks for the psit re NR. It was Brookfield's SEC filings...here is a key section re the share Brookfield bought in the summer:

 

4.	Adjustment of Share Purchase Price

 

(a)

If at any time in the twelve-month period following the date of this Agreement any person or group of persons acting jointly or in concert, including, for the avoidance of doubt, the Purchaser, acquires all or substantially all of the assets of the Corporation and its subsidiaries, taken as a whole, or acquires all of the common shares in the capital of the Corporation (the “Common Shares”) (any such transaction being a “Price Protection Transaction”) then, within five business days following completion of the Price Protection Transaction, the Purchaser shall pay, or cause an Affiliate to pay, to the Vendor, the Adjustment Payment (as defined below), if applicable, in immediately available funds.

 

(b)

The “Adjustment Payment” will be equal to:

 

(i)

if the Purchaser or any of its Affiliates or any person acting jointly or in concert with the Purchaser completes a Price Protection Transaction, an additional amount on account of each Share and each whole Warrant equal to the amount by which the consideration received by the holders of the Common Shares pursuant to the Price Protection Transaction (the “Transaction Consideration”) exceeds $2.25 per Common Share, and

 

(ii)

if any other person or entity completes a Price Protection Transaction, an additional amount on account of each Share and each whole Warrant that is equal to:

 

(A)

if the Transaction Consideration is less than or equal to $2.75 per Common Share, 85% of the difference between the Transaction Consideration and $2.25 per Common Share, and

 

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(B)

if the Transaction Consideration is greater than $2.75 per Common Share, (x) $0.425, plus (y) 50% of the difference between the Transaction Consideration and $2.75 per Common Share.