None.
The authorized capital of the Corporation consists of an unlimited number of common
shares, an unlimited number of Class A special shares, and an unlimited number of
Class B special shares.
The shares of the Corporation shall have attached thereto the following rights,
privileges, restrictions and conditions:
(1)
Class A Special Shares
(a)
Subject to the provisions of the Business Corporations Act, R.S.O. 1990, a
holder of Class A Special Shares shall be entitled to require the Corporation to redeem
at any time, all or any of the Class A Special Shares registered in the name of such
holder on the books of the Corporation by tendering to the Corporation at its
registered office a share certificate representing the Class A Special Shares which the
registered holder desires to have the Corporation redeem together with a request in
writing specifying (i) that the registered holder desires to have the Class A Special
Shares represented by such certificate redeemed by the Corporation and (ii) the
business day (in this paragraph referred to as the "Redemption Date") on which the
holder desires to have the Corporation redeem such Class A Special Shares. Requests
in writing shall specify a Redemption Date which shall be not less than 5 days after the
day on which the request in writing is given to the Corporation. Upon receipt of a
share certificate representing the Class A Special Shares which the registered holder
desires to have the Corporation redeem together with such a request, the Corporation
shall on the Redemption Date redeem such Class A Special Shares by paying to such
registered holder an amount equal to the Redemption Amount or Adjusted
Redemption Amount, as applicable, of the Class A Special Shares being redeemed
together with all dividends declared thereon and unpaid (the "Redemption Price").
Such payment shall be made by cheque payable at par at any branch of the
Corporation's bankers for the time being in Canada. The said Class A Special Shares
shall be redeemed on the Redemption Date and from and after the Redemption Date
such shares shall cease to be entitled to dividends and the holders thereof shall not be
entitled to exercise any of the rights of the holders of Class A Special Shares in respect
thereof unless payment of the Redemption Price is not made on the Redemption Date,
in which event the rights of the holders of the said shares shall remain unaffected.
(b)
Subject to the provisions of the Business Corporations Act, R.S.O. 1990, the
Corporation may redeem, upon giving notice as hereinafter provided, the whole or any
part of the Class A Special Shares on payment for each such share to be redeemed of
the Redemption Price. In case a part only of the then outstanding Class A Special
Shares is at any time to be redeemed, the shares so to be redeemed shall be selected by
lot in such manner as the directors in their discretion shall decide or, if the directors so
determine, may be redeemed pro rata, disregarding fractions, and the directors may
make such adjustments as may be necessary to avoid the redemption of fractional parts
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of shares. The Corporation shall at least 5 days before the date specified for
redemption send to each person who at the date of sending is a registered holder of
Class A Special Shares to be redeemed, a notice in writing of the intention of the
Corporation to redeem such Class A Special Shares, which notice requirement may be
waived in writing by a holder of Class A Special Shares whose shares are being
redeemed. Such notice may be mailed in a prepaid envelope addressed to each such
shareholder at the address for such shareholder as it appears on the records of the
Corporation or its transfer agent, or alternatively, such notice may be delivered
personally to such shareholder, provided, however, that accidental failure to give any
such notice to one or more of such shareholders shall not affect the validity of the
redemption. Such notice shall set out the Redemption Price and the date and place or
places of redemption. If notice of any such redemption is given by the Corporation in
the manner aforesaid and an amount sufficient to redeem the shares is deposited with
any trust company or chartered bank in Canada as specified in the notice on or before
the date fixed for redemption, dividends on the Class A Special Shares to be redeemed
shall cease after the date so fixed for redemption and such Class A Special Shares shall
be deemed to be redeemed and the holders thereof shall thereafter have no rights
against the Corporation in respect thereof except, upon the surrender of certificates for
such shares, to receive payment therefor out of the moneys so deposited. After the
Redemption Price of such shares has been deposited with any trust company or
chartered bank in Canada, as aforesaid, notice shall be given to the holders of any Class
A Special Shares called for redemption who have failed to present the certificates
representing such shares within 2 months of the date specified for redemption that the
money has been so deposited and may be obtained by the holders of the said Class A
Special Shares upon presentation of the certificates representing such shares called for
redemption at the said trust company or chartered bank.
(c)
The "Redemption Amount" for the Class A Special Shares shall, subject to
paragraph (d), be $100.00 per Class A Special Share.
(d)
The provision in respect of the Redemption Amount set out in paragraph (c)
shall be subject to the provisions of this paragraph. In the event that the Minister of
National Revenue or any other taxing authority asserts that any property or an aliquot
portion thereof for which any such Class A Special Share was issued or any share of
the Corporation or aliquot portion thereof which was changed into any such Class A
Special Share, had a fair market value at the time of such issuance or change of other
than the Redemption Amount, then the Board of Directors of the Corporation shall
confer and may by resolution determine an adjusted redemption amount for the Class
A Special Shares. Upon such determination being confirmed by resolution of a
majority of the holders of Class A Special Shares, the Redemption Amount shall
automatically be adjusted nunc pro tunc to be such adjusted redemption amount
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(the "Adjusted Redemption Amount") so determined and confirmed. If any Class A
Special Share is redeemed under subparagraph (a) or (b) prior to any such adjustment
as described above resulting in the Adjusted Redemption Amount of such Class A
Special Share being in excess of the Redemption Amount, the amount of such excess,
together with interest thereon calculated from the date of redemption of such Class A
Special Shares at a rate per annum which is equal to the prime rate from time to time
charged by the Corporation's bank, in respect of each Class A Special Share so
redeemed shall be a debt of the Corporation payable on demand to the former holder
of each such Class A Special Share so redeemed. If any Class A Special Share is
redeemed under subparagraph (a) or (b) prior to any such adjustment as described
above resulting in the Adjusted Redemption Amount of such Class A Special Share
being less than the Redemption Amount, the amount of such difference together with
interest thereon calculated from the date of redemption at a rate per annum which is
equal to the prime rate from time to time charged by the Corporation's bank, in respect
of each Class A Special Share so redeemed shall be a debt of the former holder of each
such Class A Special Share so redeemed payable on demand to the Corporation.
(e)
The holders of the Class A Special Shares shall in each fiscal year of the
Corporation in the discretion of the Board of Directors, but always in preference and
priority to any payment of dividends on the Class B Special Shares and the common
shares for such year, be entitled, out of the moneys of the Corporation properly
available for the payment of dividends, to non-cumulative dividends at a rate as
declared by the directors from time to time. The holders of the Class A Special Shares
shall not be entitled to any dividends other than or in excess of the non-cumulative
dividends at a rate as declared by the Board of Directors from time to time as set forth
above.
(f)
In the event of the liquidation, dissolution or winding-up of the Corporation,
whether voluntary or involuntary, before any distribution of any part of the assets of
the Corporation among the holders of the Class B Special Shares or the common
shares, the holders of the Class A Special Shares shall be entitled to receive an amount
equal to the Redemption Amount or Adjusted Redemption Amount, if applicable,
together with any dividends declared thereon and unpaid and no more but shall not be
entitled to participate any further in the property or assets of the Corporation.
(g)
The Holders of the Class A Special Shares shall be entitled to receive notice of,
to attend shareholders meetings and to vote at such meetings on the basis of one vote
per Class A Special Share.
(h)
Subject to the provisions of the Business Corporations Act, R.S.O. 1990, and
the terms hereof, any of the foregoing paragraphs may be altered, amended or
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repealed or the application thereof suspended in any particular case or changes may be
made in the rights, privileges, restrictions and conditions attaching to the said Class A
Special Shares by articles of amendment, but no such alteration, amendment, repeal,
suspension or change shall be adopted until approved by special resolution submitted
to a special meeting of the holders of the Class A Special Shares of the Corporation
duly called for the purpose of considering the resolution and passed, with or without
amendment, at the meeting by at least two-thirds (2/3) of the votes cast, or consented
to in writing by each holder of Class A Special Shares of the Corporation entitled to
vote at such a meeting or by such holder's attorney authorized in writing.
(2)
Class B Special Shares
(a)
Subject to the provisions of the Business Corporations Act, R.S.O.1990, a
holder of Class B Special Shares shall be entitled to require the Corporation to redeem
at any time, all or any of the Class B Special Shares registered in the name of such
holder on the books of the Corporation by tendering to the Corporation at its
registered office a share certificate representing the Class B Special Shares which the
registered holder desires to have the Corporation redeem together with a request in
writing specifying (i) that the registered holder desires to have the Class B Special
Shares represented by such certificate redeemed by the Corporation and (ii) the
business day (in this paragraph referred to as the "Redemption Date") on which the
holder desires to have the Corporation redeem such Class B Special Shares. Requests
in writing shall specify a Redemption Date which shall be not less than 5 days after the
day on which the request in writing is given to the Corporation. Upon receipt of a
share certificate representing the Class B Special Shares which the registered holder
desires to have the Corporation redeem together with such a request, the Corporation
shall on the Redemption Date redeem such Class B Special Shares by paying to such
registered holder an amount equal to the Redemption Amount or Adjusted
Redemption Amount, as applicable, of the Class B Special Shares being redeemed
together with all dividends declared thereon and unpaid (the "Redemption Price").
Such payment shall be made by cheque payable at par at any branch of the
Corporation's bankers for the time being in Canada. The said Class B Special Shares
shall be redeemed on the Redemption Date and from and after the Redemption Date
such shares shall cease to be entitled to dividends and the holders thereof shall not be
entitled to exercise any of the rights of holders of Class B Special Shares in respect
thereof unless payment of the Redemption Price is not made on the Redemption Date,
in which event the rights of the holders of the said shares shall remain unaffected.
(b)
Subject to the provisions of the Business Corporations Act, R.S.O. 1990, the
Corporation may redeem, upon giving notice as hereinafter provided, the whole or any
3D
part of the Class B Special Shares on payment for each such shares to be redeemed of
the Redemption Price. In case a part only of the then outstanding Class B Special
Shares is at any time to be redeemed, the shares so to be redeemed shall be selected by
lot in such manner as the directors in their discretion shall decide or, if the directors so
determine, may be redeemed pro rata, disregarding fractions, and the directors may
make such adjustments as may be necessary to avoid the redemption of fractional parts
of shares. The Corporation shall at least 5 days before the date specified for
redemption send to each person who at the date of sending is a registered holder of
Class B Special Shares to be redeemed, a notice in writing of the intention of the
Corporation to redeem such Class B Special Shares, which notice requirement may be
waived in writing by a holder of Class B Special Shares whose shares are being
redeemed. Such notice may be mailed in a prepaid envelope addressed to each such
shareholder at the address for such shareholder as it appears on the records of the
Corporation or its transfer agent, or alternatively, such notice may be delivered
personally to such shareholder, provided, however, that accidental failure to give any
such notice to one or more of such shareholders shall not affect the validity of the
redemption. Such notice shall set out the Redemption Price and the date and place or
places of redemption. If notice of any such redemption is given by the Corporation in
the manner aforesaid and an amount sufficient to redeem the shares is deposited with
any trust company or chartered bank in Canada as specified in the notice on or before
the date fixed for redemption, dividends on the Class B Special Shares to be redeemed
shall cease after the date so fixed for redemption and such Class B Special Shares shall
be deemed to be redeemed and the holders thereof shall thereafter have no rights
against the Corporation in respect thereof except, upon the surrender of certificates for
such shares, to receive payment therefor out of the moneys so deposited. After the
Redemption Price of such shares has been deposited with any trust company or
chartered bank in Canada, as aforesaid, notice shall be given to the holders of any Class
B Special Shares called for redemption who have failed to present the certificates
representing such shares within 2 months of the date specified for redemption that the
money has been so deposited and may be obtained by the holders of the said Class B
Special Shares upon presentation of the certificates representing such shares called for
redemption at the said trust company or chartered bank.
(c)
The "Redemption Amount" for the Class B Special Shares shall, subject to
paragraph (d), be $100.00 per Class B Special Share.
(d)
The provisions in respect of the Redemption Amount set out in paragraph (c)
shall be subject to the provisions of this paragraph. In the event that the Minister of
National Revenue or any other taxing authority asserts that any property or an aliquot
portion thereof for which any such Class B Special Share was issued or any share of the
3E
Corporation or aliquot portion thereof which was changed into any such Class B
Special Share, had a fair market value at the time of such issuance or change of other
than the Redemption Amount, then the Board of Directors of the Corporation shall
confer and may by resolution determine an adjusted redemption amount for the Class
B Special Shares. Upon such determination being confirmed by resolution of a
majority of the holders of Class B Special Shares, the Redemption Amount shall
automatically be adjusted nunc pro tunc to be such adjusted redemption amount (the
"Adjusted Redemption Amount") so determined and confirmed. If any Class B
Special Share is redeemed under subparagraph (a) or (b) prior to any such adjustment
as described above resulting in the Adjusted Redemption Amount of such Class B
Special Share being in excess of the Redemption Amount, the amount of such excess,
together with interest thereon calculated from the date of redemption of such Class B
Special Shares so redeemed shall be a debt of the Corporation payable on demand to
the former holder of each such Class B Special Share so redeemed. If any Class B
Special Share is redeemed under subparagraph (a) or (b) prior to any such adjustment
as described above resulting in the Adjusted Redemption Amount of such Class B
Special Share being less than the Redemption Amount, the amount of such difference
together with interest thereon calculated from the date of redemption at a rate per
annum which is equal to the prime rate from time to time charged by the Corporation's
bank, in respect of each Class B Special Share so redeemed shall be a debt of the
former holder of each such Class B Special Share so redeemed payable on demand to
the Corporation.
(e)
The holders of the Class B Special Shares shall in each fiscal year of the
Corporation in the discretion of the Board of Directors after payment in full of
dividends on the Class A Special Shares, but always in preference and priority to any
payment of dividends on the common shares for such year, be entitled, out of the
moneys of the Corporation properly available for the payment of dividends, to noncumulative dividends at a rate as declared by the directors from time to time. The
holders of the Class B Special Shares shall not be entitled to any dividends other than
or in excess of the non-cumulative dividends at a rate as declared by the Board of
Directors from time to time as set forth above.
(f)
In the event of the liquidation, dissolution or winding-up of the Corporation,
whether voluntary or involuntary, after payment in full of the Redemption Amount or
Adjusted Redemption Amount for the Class A Special Shares together with all
dividends declared thereon and unpaid, and before any distribution of any part of the
assets of the Corporation among the holders of the common shares, the holders of the
Class B Special Shares shall be entitled to receive an amount equal to the Redemption
Amount or Adjusted Redemption Amount, if applicable, together with any dividends
3F
declared thereon and unpaid and no more but shall not be entitled to participate any
further in the property or assets of the Corporation.
(g)
Except as required by the Business Corporations Act, R.S.O. 1990, the holders
of the Class B Special Shares shall not as such be entitled to receive notice of, or to
attend shareholders meetings and shall not be entitled to vote at such meetings.
(h)
Subject to the provisions of the Business Corporations Act, R.S.O. 1990, and
the terms hereof, any of the foregoing paragraphs may be altered, amended or repealed
or the application thereof suspended in any particular case or changes may be made in
the rights, privileges, restrictions and conditions attaching to the said Class B Special
Shares by articles of amendment, but no such alteration, amendment, repeal,
suspension or change shall be adopted until approved by special resolution submitted
to a special meeting of the holders of the Class B Special Shares of the Corporation
duly called for the purpose of considering the resolution and passed, with or without
amendment, at the meeting by at least two-thirds (2/3) of the votes cast, or consented
to in writing by each holder of Class B Special Shares of the Corporation entitled to
vote at such a meeting or by such holder's attorney authorized in writing.
(3)
Common Shares
The holders of the common shares are entitled to vote at all meetings of
shareholders, are entitled to receive dividends declared by the board of directors
subject to the prior rights of the holders of the Class A Special Shares and the Class B
Special Shares and, subject to the prior rights of the holders of the Class A Special
Shares and the Class B Special Shares are entitled to receive the remaining property of
the Corporation upon dissolution.
The right to transfer any shares of the corporation shall be restricted in that no
shareholder shall be entitled to transfer any share or shares of the corporation without
the sanction of the shareholders of the corporation expressed by a resolution passed by
the votes of a majority of the shareholders of the corporation at a meeting of the
shareholders or by any instrument or instruments in writing signed by a majority of the
shareholders.
Following the first allotment and issue of shares of any class or series in the capital of
the corporation, any further shares of such class or series, other than shares issued for
consideration other than money or issued as a shares dividend or pursuant to the
exercise of conversion privileges or options granted by the corporation, shall be
offered to the registered holders of shares of such class or series in proportion to the
existing shares for the time being registered in their respective names and such offer
(unless waived in writing by the registered holders of all outstanding shares of such
class or series) shall be made by written notice specifying the number of shares to
which each shareholder is entitled and specifying a reasonable time after which the
offer, if not accepted, will be deemed to have been declined and after the expiration of
such time or on receipt of a written notification from the shareholder to whom such
notice is given, that he declines to accept the shares offered to him the directors may
dispose of same to the other registered holders of shares of such class or series, in
proportion to the existing shares of such class or series registered in their respective
names and thereafter the directors may dispose of any shares so offered to such other
registered shareholders and not accepted by them, in such manner as they think most
beneficial to the corporation, subject to the requirement of the Act.
1.
The number of shareholders of the Corporation, exclusive of persons who are
in the employment of the Corporation, is hereby limited to fifty (50), two (2) or
more persons holding one (1) or more share jointly being counted as a single
shareholder;
2.
Any invitations to the public to subscribe for securities of the Corporation is
prohibited;
3.
Meetings of the Board of Directors may be held at any place within or outside
of Ontario but in any financial year of the Corporation a majority of the
meetings of the Board of Directors must be held at a place within Canada and
meetings of the shareholders of the Corporation may be held at any place
within Ontario;
4.
The Board of Directors may from time to time delegate to such one or more of
the directors of the Corporation as may be designated by the Board all or any
of the powers conferred on the Board of Directors to such extent and in such
manner as the Board shall determine at the time of each such delegation, and
otherwise in accordance with Section 127 of The Business Corporations Act,
R.S.O. 1990.