RE: RE: RE: RE: RE: RE: RE: Termination Payments The change of control language for the Dacha termination payments is below (the aberdeen one is substantially the same).
Given that AAB shareholders are effectively acquiring 48% of Dacha, I believed that this would trigger the payments under clause (1) which has a 30% threshold. However, upon re-reading it, I'm not sure that Abdeerdeen Shareholders would be considered a "Person" under their definition.
Hopefully they clarify what payments will have or could be made. Based on the presentation on Dacha's website, it looks as though George Faught will no longer be an executive with the proforma company and therefore would get his payment..
Change of Control Language:
As used herein, “Change in Control” shall be defined as the acquisition by any person (“person” being defined as an individual, a corporation, a partnership, an unincorporated association or organization, a
trust, a government or department or agency thereof and the heirs, executors, administrators or other
legal representatives of an individual and an associate or affiliate of any thereof as such terms are
defined in the Canada Business Corporations Act) of: (1) shares or rights or options to acquire Common
Shares or securities which are convertible into Common Shares or any combination thereof such that
after the completion of such acquisition such person would be entitled to exercise 30% or more of the
votes entitled to be cast at a meeting of the shareholders of the Corporation; (2) shares or rights or
options to acquire Common Shares, or their equivalent, of any material subsidiary of the Corporation or
securities which are convertible into Common Shares of such material subsidiary or any combination
thereof such that after the completion of such acquisition such person would be entitled to exercise 30%
or more of the votes entitled to be cast a meeting of the shareholders of the material subsidiary; or (3)
more than 50% of the material assets of the Corporation, including the acquisition of more than 50% of
the material assets of any material subsidiary of the Corporation.