To those who vote "NO". May want to read the fine print.RIGHTS OF DISSENT Section 3.1
Rights of Dissent Registered holders of Common Shares may exercise dissent rights with respect to Common Shares held by such holders (“Dissent Rights”) in connection with the Arrangement pursuant to the procedure set forth in Section 185 of the OBCA as modified by the Interim Order, the Final Order and this Section 3.1; provided that, notwithstanding Subsection 185(6) of the OBCA, the written objection to the Arrangement Resolution referred to in Subsection 185(6) of the OBCA must be received by the Company not later than 5:00 p.m. (Toronto time) one Business Day immediately preceding the date of the Company Meeting (as it may be adjourned or postponed from time to time).
Dissenting Shareholders who duly exercise their Dissent Rights shall be deemed to have transferred the Common Shares held by them and in respect of which Dissent Rights have been validly exercised to Income Corp. free and clear of all Liens, as provided in Section 2.2(c) of the Plan of Arrangement, and if they:
(a) are ultimately entitled to be paid fair value for their Common Shares, shall be paid an amount equal to such fair value by Income Corp. and will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement had such Shareholders not exercised their Dissent Rights in respect of such Common Shares;
or
(b) are ultimately not entitled, for any reason, to be paid fair value for their Common Shares, shall be deemed to have participated in the Arrangement, as of the Effective Time, on the same basis as a non-dissenting holder of Common Shares and shall be entitled to receive only the consideration that such Shareholder would B-6 have received pursuant to the Arrangement if such Shareholder had not exercised Dissent Rights, but further provided that in no case shall the Company, Income Corp., PTS HoldCo (or any of their respective successors) or any other Person be required to recognize holders of Common Shares who exercise Dissent Rights as holders of Common Shares after the Effective Time, and the names of such holders of Common Shares who exercise Dissent Rights shall be deleted from the central securities register as holders of Common Shares at the Effective Time. In addition to any other restrictions under Section 185 of the OBCA, none of the following shall be entitled to exercise Dissent Rights: (i) holders of Options or Warrants; and (ii) holders of Common Shares who vote or have instructed a proxyholder to vote such Common Shares in favour of the Arrangement Resolution (but only in respect of such Common Shares).