Exhibit 4.4
BY-LAW NUMBER 1
A BY-LAW RELATING TO THE BUSINESS AND AFFAIRS OF
MIRA IV ACQUISITION CORP.
ARTICLE 1
INTERPRETATION
| 1.1 | Definitions |
In this by-law:
“Act” means theBusiness Corporations Act (Ontario) and the regulations enacted pursuant to it and any statute and regulations that may be substituted for them, as amended from time to time;
“articles” means the articles, as that term is defined in the Act, of the Corporation;
“auditor” means the auditor of the Corporation;
“board” means the board of directors of the Corporation;
“by-law” means a by-law of the Corporation;
“Corporation” means the corporation incorporated on July 16, 2014 under the name “Mira IV Acquisition Corp.”;
“director” means a director of the Corporation;
“officer” means an officer of the Corporation, and reference to any specific officer is to the individual holding that office of the Corporation;
“person” means an individual, body corporate, partnership, joint venture, trust, unincorporated organization, association, the Crown or any agency or instrumentality thereof, or any entity recognized by law;
“proxyholder” means an individual holding a valid proxy for a shareholder;
“resident Canadian” has the meaning ascribed to that phrase in the Act;
“shareholder” means a shareholder of the Corporation;
“telephonic or electronic means” means telephone calls or messages, facsimile messages, electronic mail, transmission of data or information through automated touch-tone telephone systems, transmission of data or information through computer networks, any other similar means or any other means prescribed by the Act; and
“voting person” means, in respect of a meeting of shareholders, an individual who is either a shareholder entitled to vote at that meeting, a duly authorized representative of a shareholder entitled to vote at the meeting or a proxyholder entitled to vote at that meeting.
| 1.2 | Number, Gender and Headings |
In this by-law, words in the singular include the plural and vice-versa and words in one gender include all genders. The insertion of headings in this by-law and its division into articles, sections and other subdivisions are for convenience of reference only, and shall not affect the interpretation of this by-law.
| 1.3 | By-Law Subordinate to Other Documents |
This by-law is subordinate to, and should be read in conjunction with, the Act, the articles and any unanimous shareholder agreement of the Corporation.
| 1.4 | Computation of Time |
The computation of time and any period of days shall be determined in accordance with the Act.
ARTICLE 2
DIRECTORS
| 2.1 | Notice of Meeting |
Any director or the president may call a meeting of the board by giving notice stating the date, time and place of the meeting to each of the directors other than the director giving that notice. Notices sent by delivery or by telephonic or electronic means shall be sent no less than 48 hours before the time of the meeting. Notices sent by mail shall be sent no less than 5 days before the day of the meeting.
The board may appoint, by resolution, dates, time and places for meetings of the board. A copy of any such resolution shall be sent to each director forthwith after being passed, but no other notice is required for any such meeting.
| 2.2 | Meetings Without Notice |
A meeting of the board may be held without notice immediately following the first or any annual meeting of shareholders.
| 2.3 | Place of Meeting |
A meeting of the board may be held at any place within or outside Ontario, and no such meeting need be held at a place within Canada.
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| 2.4 | No Notice to Newly Appointed Director |
An individual need not be given notice of the meeting at which that individual is appointed by the other directors to fill a vacancy on the board, if that individual is present at that meeting.
| 2.5 | Quorum for Board Meetings |
If there are 1 or 2 directors, all of the directors constitute a quorum at a meeting of the board. If there are 3, 4 or 5 directors, a majority of the directors constitute a quorum at a meeting of the board. Otherwise, such a quorum consists of the next whole number not less than 2/5ths of the number of directors. In this section, the “number of directors” is either:
| (a) | the number of directors specified in the articles; or |
| (b) | if a minimum and maximum number of directors is provided for in the articles, the number determined from time to time by special resolution or, if the special resolution empowers the directors to determine the number, by resolution of the directors, or if no such resolution has been passed, the number of directors named in the articles. |
| 2.6 | Chairman of Board Meetings |
The chairman of a meeting of the board must be a director present at the meeting who consents to preside as chairman. The first-mentioned of the chairman of the board, the managing director or the president who so qualifies shall preside as chairman of the meeting. If none of them is so qualified, the directors present at the meeting shall choose a director to preside as chairman of the meeting.
| 2.7 | Votes at Board Meetings |
Each director present at a meeting of the board shall have 1 vote on each motion arising. Motions arising at meetings of the board shall be decided by a majority vote. The chairman of the meeting shall not have a second or casting vote.
| 2.8 | Officers |
Each officer shall hold office during the pleasure of the board. Any officer may, however, resign at any time by giving notice to the Corporation.
ARTICLE 3
MEETINGS OF SHAREHOLDERS
| 3.1 | Notice of Shareholders’ Meetings |
The board may call a meeting of shareholders by causing notice of the date, time and place of the meeting to be sent to each shareholder entitled to vote at the meeting, each director and the auditor. Such notice shall be sent no less than 21 days and no more than 50 days before the meeting, if the Corporation is an offering corporation (as defined in the Act), or no less than 10 days and no more than 50 days before the meeting if the Corporation is not an offering corporation.
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| 3.2 | Quorum at Meetings of Shareholders |
If the Corporation has only 1 shareholder entitled to vote at a meeting of shareholders, that shareholder constitutes a quorum. Otherwise, any 2 voting persons present shall constitute a quorum, but only to appoint a chairman and adjourn the meeting. For all other purposes, a quorum consists of at least 2 voting persons present and authorized to cast in the aggregate not less than 10% of the total number of votes attaching to all shares carrying the right to vote at that meeting.
| 3.3 | Chairman’s Vote |
The chairman of any meeting of shareholders shall not have a second or casting vote.
| 3.4 | Voting |
Unless the chairman of a meeting of shareholders directs a ballot, or a voting person demands one, each motion shall be voted upon by a show of hands. Each voting person has 1 vote in a vote by show of hands. A ballot may be directed or demanded either before or after a vote by show of hands. If a ballot is taken, a prior vote by show of hands has no effect.
| 3.5 | Scrutineers |
The chairman of a meeting of shareholders may appoint for that meeting 1 or more scrutineers, who need not be voting persons.
| 3.6 | Who May Attend Shareholders’ Meeting |
The only persons entitled to attend a meeting of shareholders are voting persons, the directors, the auditor and, if any, the chairman, the managing director and the President, as well as others permitted by the chairman of the meeting.
| 3.7 | Meeting by Telephonic or Electronic Means |
A meeting of the shareholders may be held by telephonic or electronic means and a shareholder who, through those means, votes at the meeting or establishes a communications link to the meeting shall be deemed for the purposes of the Act to be present at the meeting.
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ARTICLE 4
SECURITY CERTIFICATES, PAYMENTS
| 4.1 | Certificates |
| (a) | Subject to Section 4.1(b), security certificates shall be in such form as the board may approve or the Corporation adopt. The president or the board may order the cancellation of any security certificate that has become defaced and the issuance of a replacement certificate for it when the defaced certificate is delivered to the Corporation or to a transfer agent or branch transfer agent of the Corporation. |
| (b) | Unless otherwise provided in the articles, the board may provide by resolution that any or all classes and series of shares or other securities shall be uncertificated securities, provided that such resolution shall not apply to securities represented by a certificate until such certificate is surrendered to the Corporation. |
| 4.2 | Cheques |
Any amount payable in cash to shareholders (including dividends payable in cash) may be paid by cheque drawn on any of the Corporation’s bankers to the order of each registered holder of shares of the class or series in respect of which such amount is to be paid. Cheques may be sent by delivery or first class mail to such registered holder at that holder’s address appearing on the register of shareholders, unless that holder otherwise directs in writing. By sending a cheque, as provided in this by-law, in the amount of the dividend less any tax that the Corporation is required to withhold, the Corporation discharges its liability to pay the amount of that dividend, unless the cheque is not paid on due presentation.
| 4.3 | Cheques to Joint Shareholders |
Cheques payable to joint shareholders shall be made payable to the order of all such joint shareholders unless such joint shareholders direct otherwise. Such cheques may be sent to the joint shareholders at the address appearing on the register of shareholders in respect of that joint holding, to the first address so appearing if there is more than one, or to such other address as those joint shareholders direct in writing.
| 4.4 | Non-Receipt of Cheques |
The Corporation shall issue a replacement cheque in the same amount to any person who does not receive a cheque sent as provided in this by-law, if that person has satisfied the conditions regarding indemnity, evidence of non-receipt and title set by the board from time to time, either generally or for that particular case.
| 4.5 | Currency of Dividends |
Dividends or other distributions payable in cash may be paid to some shareholders in Canadian currency and to other shareholders in equivalent amounts of a currency or currencies other than Canadian currency. The board may declare dividends or other distributions in any currency or in alternative currencies and make such provisions as it deems advisable for the payment of such dividends or other distributions.
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ARTICLE 5
SIGNATORIES, INFORMATION
| 5.1 | Signatories |
Except for documents executed in the usual and ordinary course of the Corporation’s business, which may be signed by any officer or employee of the Corporation acting within the scope of his or her authority, the following are the only persons authorized to sign any document on behalf of the Corporation:
| (a) | any individual appointed by resolution of the board to sign the specific document, that type of document or documents generally on behalf of the Corporation; or |
| (b) | any director or any officer appointed to office by the board. |
Any document so signed may, but need not, have the corporate seal of the Corporation applied, if there is one.
| 5.2 | Facsimile or Electronic Signatures |
The signature of any individual authorized to sign on behalf of the Corporation may, if specifically authorized by resolution of the board, be written, printed, stamped, engraved, lithographed or otherwise mechanically reproduced or may be an electronic signature. Anything so signed shall be as valid as if it had been signed manually, even if that individual has ceased to hold office when anything so signed is issued or delivered, until revoked by resolution of the board.
| 5.3 | Restriction on Information Disclosed |
Except as required by the Act or authorized by the board, no shareholder is entitled by virtue of being a shareholder to disclosure of any information, document or records respecting the Corporation or its business.
ARTICLE 6
PROTECTION AND INDEMNITY
| 6.1 | Transactions with the Corporation |
No director or officer shall be disqualified, by virtue of being a director, or by holding any other office of, or place of profit under, the Corporation or any body corporate in which the Corporation is a shareholder or is otherwise interested, from entering into, or from being concerned or interested in any manner in, any contract, transaction or arrangement made, or proposed to be made, with the Corporation or any body corporate in which the Corporation is interested and no such contract, transaction or arrangement shall be void or voidable for any such reason. No director or officer shall be liable to account to the Corporation for any profit arising from any such office or place of profit or realized in respect of any such contract, transaction or arrangement. Except as required by the Act, no director or officer must make any declaration or disclosure of interest or, in the case of a director, refrain from voting in respect of any such contract, transaction or arrangement.
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| 6.2 | Limitation of Liability |
Subject to the Act, no director or officer shall be liable for:
| (a) | the acts, receipts, neglects or defaults of any other person; |
| (b) | joining in any receipt or act for conformity; |
| (c) | any loss, damage or expense to the Corporation arising from the insufficiency or deficiency of title to any property acquired by or on behalf of the Corporation; |
| (d) | the insufficiency or deficiency of any security in or upon which any moneys of the Corporation are invested; |
| (e) | any loss, damage or expense arising from the bankruptcy, insolvency, act or omission of any person with whom any monies, securities or other property of the Corporation are lodged or deposited; |
| (f) | any loss, damage or expense occasioned by any error of judgment or oversight; or |
| (g) | any other loss, damage or expense related to the performance or non-performance of the duties of that individual’s office. |
| 6.3 | Contracts on Behalf of the Corporation |
Subject to the Act, any contract entered into, or action taken or omitted, by or on behalf of the Corporation shall, if duly approved by a resolution of the shareholders, be deemed for all purposes to have had the prior authorization of the shareholders.
| 6.4 | Indemnity of Directors and Officers |
As required or permitted by the Act, the Corporation shall indemnify each Indemnified Person (as defined in this section) against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, which that Indemnified Person reasonably incurs in respect of any civil, criminal, administrative, investigative or other proceeding to which that Indemnified Person is made a party by reason of being or having been a director or officer of the Corporation or of a body corporate or by reason of having acted in a similar capacity for an entity if:
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| (a) | the Indemnified Person acted honestly and in good faith with a view to the best interests of the Corporation or as the case may be, to the best interests of the other entity; |
| (b) | in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the Indemnified Person had reasonable grounds for believing that the conduct was lawful; and |
| (c) | “Indemnified Person” means: |
| (i) | each director and former director of the Corporation; |
| (ii) | each officer and former officer of the Corporation; |
| (iii) | each individual who acts or acted at the Corporation’s request as a director or officer of a body corporate or an individual acting in a similar capacity of another entity; and |
| (iv) | the respective heirs and legal representatives of each of the persons designated in the preceding paragraphs (i) through (iii) of this section 6.4(c). |
| 6.5 | Advances by the Corporation |
The Corporation shall advance monies to an Indemnified Person for the costs, charges and expenses of a proceeding referred to in Section 6.4 provided the Indemnified Person shall repay such monies if the Indemnified Person does not fulfil the duties of Subsections 6.4 (a) and (b).
| 6.6 | Indemnities Not Limiting |
The provisions of this Article 6 shall be in addition to and not in substitution for any rights, immunities and protections to which an Indemnified Person is otherwise entitled under the Act or as the law may permit or require.
| 6.7 | Insurance |
Subject to the Act, the Corporation may purchase and maintain such insurance for the benefit of any individual referred to in Subsection 6.4 as the board may determine.
ARTICLE 7
NOTICES
| 7.1 | Procedure for Sending Notices |
Notice shall be deemed to have been sufficiently sent if sent in writing to the address of the addressee on the books of the Corporation and delivered in person, sent by prepaid first class mail or sent by any telephonic or electronic means of sending messages, including telex or facsimile transmission, which produces a paper record. Notice shall not be sent by mail if there is any general interruption of postal services in the municipality in which or to which it is mailed. Each notice so sent shall be deemed to have been received on the day it was delivered or sent by telephonic or electronic means or on the fifth day after it was mailed.
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| 7.2 | Notices to Successors in Title |
Notice to a shareholder is sufficient notice to each successor in title to that shareholder until the name and address of that successor have been entered on the Corporation’s share register.
| 7.3 | Notice to Joint Shareholders |
Notice to one joint shareholder is sufficient notice to all of them. Such notice shall be addressed to all such joint shareholders and sent to the address for them on the Corporation’s register of shareholders, or to the first such address if there is more than one.
| 7.4 | Signatures on Notices |
The signature on any notice or other communication or document to be sent by the Corporation may be written, printed, stamped, engraved, lithographed or otherwise mechanically reproduced or may be an electronic signature.
| 7.5 | Omission of Notice Does Not Invalidate Actions |
All actions taken at a meeting in respect of which a notice has been sent shall be valid even if:
| (a) | by accident, notice was not sent to any person; |
| (b) | notice was not received by any person; or |
| (c) | there was an error in a notice that did not affect the substance of that notice. |
| 7.6 | Waiver of Notice |
Any person entitled to notice under the Act, the articles or the by-laws may waive that notice. Waiver, either before or after the event referred to in the notice, shall cure any default in sending that notice.
ARTICLE 8
REPEAL OF FORMER BY-LAWS
| 8.1 | Former By-Laws May be Repealed |
The board may repeal one or more by-laws by passing a by-law that contains provisions to that effect.
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| 8.2 | Effect of Repeal of By-Laws |
The repeal of any by-law in whole or part shall not in any way affect the validity of any act done or right, privilege, obligation or liability acquired or incurred thereunder prior to such repeal. All directors, officers and other persons acting under any by-law repealed in whole or part shall continue to act as if elected or appointed under the provisions of this by-law.
MADE by the board on the 16th day of July, 2014.
| “Ronald D. Schmeichel” | |
| President and Secretary |
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BY-LAWS RESOLUTION (ADVANCE NOTICE REQUIREMENT)
BE IT HEREBY RESOLVED that:
| (1) | the following amendment to By-Law No. 1 of the Corporation, which shall be added to Section 1.1 of By-Law No. 1 of the Corporation in the appropriate alphabetical sequence is hereby ratified, confirmed and approved: |
“Nominating Shareholder” has the meaning ascribed to that phrase in section 2.1A(c);
“Nomination Notice” has the meaning ascribed to that phrase in section 2.2A;
“Nominee” has the meaning ascribed to that phrase in section 2.3A(a);
| (2) | the following amendment to By-Law No. 1 of the Corporation, which shall be inserted following Article 2 and preceding Article 3 of By-Law No. 1 of the Corporation, is hereby ratified, confirmed and approved: |
“ARTICLE 2A
NOMINATION OF DIRECTORS
| 2.1A | Nomination of Directors |
Subject to the Act and the articles, only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation. Nominations of persons for election to the board may be made:
| (a) | by or at the direction of the board, including pursuant to a notice of meeting; |
| (b) | by or at the direction or request of one or more shareholders pursuant to a proposal made in accordance with the provisions of the Act or a requisition of the shareholders made in accordance with the provisions of the Act; or |
| (c) | by any person (a “Nominating Shareholder”) who: (i) at the close of business on the date of the giving of the notice provided described in section 0A and on the record date for notice of such meeting of shareholders is a registered holder of one or more shares carrying the right to vote at such meeting of shareholders; and (ii) complies with the provisions set forth in this section. |
| 2.2A | Timely Notice |
A Nominating Shareholder must give notice of a nomination (a “Nomination Notice”) in proper form to the chairman of the board:
| (a) | in the case of an annual meeting of shareholders, not less than 30 days before the date of the annual meeting of shareholders, unless such meeting of shareholders is called for a date that is less than 50 days after the date on which the first public filing or announcement of the date of such meeting was made, in which case a Nomination Notice must be given not later than the close of business on the 10th day following the date of such public filing or announcement; and |
| (b) | in the case of a special meeting of shareholders (which is not also an annual meeting of shareholders) called for the purpose of electing directors (whether or not called for other purposes), not later than the close of business on the 15th day following the day on which the first public filing or announcement of the date of such meeting of shareholders was made. |
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In the event of any adjournment or postponement of a meeting of shareholders, or an announcement thereof, the required time periods for the giving of a Nomination Notice as described above shall apply using the date of the adjourned or postponed meeting, or the date of announcement thereof, as the case may be. This means that a Nominating Shareholder who failed to deliver a timely Nomination Notice in proper written form to the chairman of the board for purposes of the originally scheduled meeting of shareholders shall nonetheless be entitled to provide a Nomination Notice for purposes of any adjourned or postponed meeting of shareholders as the determination as to whether a Nomination Notice is timely is to be determined based off of the adjourned or postponed meeting of shareholders date and not the original meeting of shareholders date.
| 2.3A | Proper Written Form |
To be in proper written form, a Nomination Notice must set forth:
| (a) | disclose or include, as applicable, as to each person whom the Nominating Shareholder proposes to nominate for election as a director (a “Nominee”): |
| (i) | their name, age, business and residential address, principal occupation or employment for the past five years, status as a “resident Canadian” (as such term is defined in the Act); |
| (ii) | their direct or indirect beneficial ownership in, or control or direction over, any class or series of securities of the Corporation, including the number or principal amount; |
| (iii) | any relationships, agreements or arrangements, including financial, compensation and indemnity related relationships, agreements or arrangements, between the Nominee or any affiliates or associates of, or any person or entity acting jointly or in concert with, the Nominee and the Nominating Shareholder; and |
| (iv) | any other information that would be required to be disclosed in a dissident proxy circular or other filings required to be made in connection with the solicitation of proxies for election of directors pursuant to the Act or applicable securities law. |
| (b) | disclose or include, as applicable, as to each Nominating Shareholder giving the notice and each beneficial owner, if any, on whose behalf the nomination is made: |
| (i) | their name, business and residential address, direct or indirect beneficial ownership in, or control or direction over, any class or series of securities of the Corporation, including the number or principal amount; |
| (ii) | their interests in, or rights or obligations associated with, an agreement, arrangement or understanding, the purpose or effect of which is to alter, directly or indirectly, the person’s economic interest in a security of the Corporation or the person’s economic exposure to the Corporation, including any derivative or hedging arrangements; |
| (iii) | any proxy, contract, arrangement, agreement or understanding pursuant to which such person, or any of its affiliates or associates, or any person acting jointly or in concert with such person, has any interests, rights or obligations relating to the voting of any securities of the Corporation or the nomination of directors to the Board; and |
| (iv) | any other information relating to such person that would be required to be included in a dissident proxy circular or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to the Act or as required by applicable securities laws; |
| (c) | Such notice shall include a written consent duly signed by each Nominee to being named as a nominee and to serve as a director of the Corporation, if elected, and that the Nominee is eligible to serve as a director under the Act. |
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| (d) | All information to be provided in a Nomination Notice shall be provided as of the date of such notice. The Nominating Shareholder shall update such information forthwith so that it is true and correct in all material respects as of the date that is 10 business days prior to the date of the meeting of shareholders, or any adjournment or postponement thereof. |
| 2.4 | Further Information |
The Corporation may require that any Nominee furnish such other information as may be required to be contained in a dissident proxy circular or by applicable law or regulation to determine the independence of the Nominee or his or her eligibility to serve as a director of the Corporation or a member of any committee of the board.
| 2.5 | Discussion Permitted |
Nothing in this section shall be deemed to preclude discussion by a shareholder (as distinct from nominating directors) at a meeting of shareholders of any matter in respect of which such shareholder would have been entitled to submit a proposal pursuant to the provisions of the Act.
| 2.6 | Notice |
A Nomination Notice may only be given by personal delivery, facsimile transmission or by e-mail at such e-mail address as may be stipulated from time to time by the Corporation for purposes of this notice, and shall be deemed to have been given and made only at the time it is served by personal delivery to the chairman of the board at the registered address of the Corporation, sent by facsimile transmission (provided that receipt of confirmation of such transmission has been received) or sent by e-mail (at the address as aforesaid); provided that if such delivery or electronic communication is made on a day which is a not a business day or later than 5:00 p.m. (Toronto time) on a day which is a business day, then such delivery or electronic communication shall be deemed to have been made on the next following day that is a business day.
| 2.7 | Additional Matters |
| (a) | The chairman of any meeting of shareholders shall have the power to determine whether any proposed nomination is made in accordance with this section, and if any proposed nomination is not in compliance with such provisions, must declare that such defective nomination shall not be considered at any meeting of shareholders. |
| (b) | Notwithstanding the foregoing, the board may, in its sole discretion, waive any requirement in this section.” |
| (3) | any one director or officer of the Corporation is hereby authorized and directed for and in the name of and on behalf of the Corporation to execute or cause to be executed and to deliver or cause to be delivered all such documents, and to do or cause to be done all such acts and things, as in the opinion of such director or officer may be necessary or desirable in order to carry out the terms of this resolution, such determination to be conclusively evidenced by the execution and delivery of such documents or the doing of any such act or thing. |
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