Whereas section 3.03(2) of the Newmarket-Tay Power Distribution Ltd. Shareholders Agreement provides a specific process for nominating candidates and making a selection from a recommended list of candidates in order to fill vacancies on the board of directors of the Corporation for election by the Shareholders at the general meeting of shareholders of the Corporation; and,
Whereas there will be a vacancy on the board of directors of Newmarket-Tay Power Distribution Ltd. (NT Power) as part of the AGM process and the Shareholders have agreed to forego the formal process contemplated by section 3.03(2) of the Agreement; and,
Therefore, be it resolved that by the Municipal Council of the Corporation of the Town of Newmarket as follows:
- That the requirement in the Shareholders Agreement, Article 3, Section 3.03, Paragraph (2) in connection with identifying, nominating and selecting from a recommended list of candidates in order to fill the current vacancy on the board of directors of the Corporation and putting forward for election by the Shareholders at the next general meeting of shareholders of the Corporation to be held in 2024 following the Corporation's 2023 fiscal year end (the "2023 AGM"), be waived for this appointment; and,
- That the waiver granted does not constitute a waiver of any other provision of the Shareholders Agreement or an agreement to otherwise modify any term of the Agreement.