Exhibit 3.6
CORPORATE ACCESS NUMBER: 2020465411
![](https://capedge.com/proxy/10-12G/0001104659-17-065800/g209311ku01i001.jpg)
BUSINESS CORPORATIONS ACT
CERTIFICATE
OF
AMALGAMATION
KINDER MORGAN CANADA GP ULC
IS THE RESULT OF AN AMALGAMATION FILED ON 2017/05/29.
![](https://capedge.com/proxy/10-12G/0001104659-17-065800/g209311ku01i002.gif)
Articles of Amalgamation
For
KINDER MORGAN CANADA GP ULC
Share Structure: | | THE ANNEXED SCHEDULE “A” IS INCORPORATED INTO AND FORMS PART OF THIS FORM. |
| | |
Share Transfers Restrictions: | | THE ANNEXED SCHEDULE “B” IS INCORPORATED INTO AND FORMS PART OF THIS FORM. |
| | |
Number of Directors: | | |
| | |
Min Number of Directors: | | 1 |
| | |
Max Number of Directors: | | 15 |
| | |
Business Restricted To: | | NONE. |
| | |
Business Restricted From: | | NONE. |
| | |
| | |
| | |
Other Provisions: | | THE ANNEXED SCHEDULE “C” IS INCORPORATED INTO AND FORMS PART OF THIS FORM. |
Registration Authorized By: | DAX A. SANDERS |
| DIRECTOR |
SCHEDULE “A”
(share structure)
The Corporation is authorized to issue an unlimited number of Common Shares. The rights, privileges, restrictions and conditions attached to the Common Shares are as follows:
(a) The holders of the Common Shares shall be entitled to receive notice of, attend at and vote at any meeting of the shareholders of the Corporation on the basis of one vote for each Common Share held at the time of any such meeting;
(b) The holders of the Common Shares shall be entitled to receive dividends declared as and if declared by the Board of Directors; and
(c) The holders of the Common Shares shall be entitled to share in the remaining property of the Corporation upon liquidation, dissolution, bankruptcy, winding-up or other distribution of the assets of the Corporation among its shareholders for the purpose of winding-up its affairs.
1
SCHEDULE “B”
(restrictions on share transfers)
No securities of the Corporation, other than non-convertible debt securities, shall be transferred without the consent of either (a) a majority of the directors of the Corporation expressed by a resolution passed at a meeting of the board of directors or by an instrument or instruments in writing signed by a majority of the directors, or (b) the holders of a majority of the outstanding shares of the Corporation entitling the holders thereof to vote in all circumstances (other than a separate class vote of the holders of another class of shares of the Corporation) expressed by a resolution passed at a meeting of such shareholders or by an instrument or instruments in writing signed by the holders of a majority of such shares.
1
SCHEDULE “C”
(other rules or provisions)
1. The number of shareholders of the Corporation, exclusive of persons who are in its employment and are shareholders of the Corporation and exclusive of persons who, having been formerly in the employment of the Corporation, were, while in that employment, shareholders of the Corporation, and have continued to be shareholders of the Corporation after termination of that employment, is limited to not more than fifty persons, two or more persons who are the joint registered owners of one or more shares being counted as one shareholder.
2. Any invitation to the public to subscribe for securities of the Corporation is prohibited.
3. The directors may, between annual general meetings, appoint one or more additional directors of the Corporation to serve until the next annual meeting, but the number of additional directors shall not at any time exceed one-third of the number of directors who held office at the expiration of the last annual meeting of the Corporation.
4. The liability of each of the shareholders of the unlimited liability corporation for any liability, act or default of the unlimited liability corporation is unlimited in extent and joint and several in nature.
1
Amalgamate Alberta Corporation - Registration Statement
Alberta Registration Date: 2017/05/29
Corporate Access Number: 2020465411
Service Request Number: | 27102054 |
Alberta Corporation Type: | Named Alberta Corporation |
Legal Entity Name: | KINDER MORGAN CANADA GP ULC |
French Equivalent Name: | |
Nuans Number: | |
Nuans Date: | |
French Nuans Number: | |
French Nuans Date: | |
| |
REGISTERED ADDRESS | |
Street: | 855 - 2 STREET SW, SUITE 3500 |
Legal Description: | |
City: | CALGARY |
Province: | ALBERTA |
Postal Code: | T2P 4J8 |
| |
RECORDS ADDRESS | |
Street: | 855 - 2 STREET SW, SUITE 3500 |
Legal Description: | |
City: | CALGARY |
Province: | ALBERTA |
Postal Code: | T2P 4J8 |
| |
ADDRESS FOR | |
SERVICE BY MAIL | |
Post Office Box: | |
City: | |
Province: | |
Postal Code: | |
Internet Mail ID: | |
| |
Share Structure: | |
1
| THE ANNEXED SCHEDULE “A” IS INCORPORATED INTO AND FORMS PART OF THIS FORM. |
Share Transfers Restrictions: | THE ANNEXED SCHEDULE “B” IS INCORPORATED INTO AND FORMS PART OF THIS FORM. |
Number of Directors: | |
Min Number Of Directors: | 1 |
Max Number Of | |
Directors: | 15 |
Business Restricted To: | NONE. |
Business Restricted From: | NONE. |
Other Provisions: | THE ANNEXED SCHEDULE “C” IS INCORPORATED INTO AND FORMS PART OF THIS FORM. |
| |
Professional Endorsement | |
Provided: | |
Future Dating Required: | |
Registration Date: | 2017/05/29 |
| |
Director | |
| |
Last Name: | KEAN |
First Name: | STEVEN |
Middle Name: | J. |
Street/Box Number: | 1001 LOUISIANA STREET, SUITE 1000 |
City: | HOUSTON |
Province: | TEXAS |
Postal Code: | 77002 |
Country: | |
Resident Canadian: | |
Named On Stat Dec: | |
| |
Last Name: | RITCHIE |
First Name: | GORDON |
Middle Name: | M. |
Street/Box Number: | 300 - 5 AVENUE SW, SUITE 2700 |
City: | CALGARY |
Province: | ALBERTA |
Postal Code: | T2P 5J2 |
Country: | |
2
Resident Canadian: | Y |
Named On Stat Dec: | |
| |
Last Name: | SANDERS |
First Name: | DAX |
Middle Name: | A. |
Street/Box Number: | 1001 LOUISIANA STREET, SUITE 1000 |
City: | HOUSTON |
Province: | TEXAS |
Postal Code: | 77002 |
Country: | |
Resident Canadian: | |
Named On Stat Dec: | Y |
| |
Last Name: | WADE |
First Name: | BROOKE |
Middle Name: | |
Street/Box Number: | 300 - 5 AVENUE SW, SUITE 2700 |
City: | CALGARY |
Province: | ALBERTA |
Postal Code: | T2P 5J2 |
Country: | |
Resident Canadian: | Y |
Named On Stat Dec: | |
| |
Last Name: | DANG |
First Name: | KIMBERLY |
Middle Name: | A. |
Street/Box Number: | 1001 LOUISIANA STREET, SUITE 1000 |
City: | HOUSTON |
Province: | TEXAS |
Postal Code: | 77002 |
Country: | |
Resident Canadian: | |
Named On Stat Dec: | |
| |
Last Name: | FOURNIER |
First Name: | DANIEL |
Middle Name: | P.E. |
3
Street/Box Number: | 855 - 2 STREET SW, SUITE 3500 |
City: | CALGARY |
Province: | ALBERTA |
Postal Code: | T2P 4J8 |
Country: | |
Resident Canadian: | Y |
Named On Stat Dec: | |
Amalgamating Corporation
Corporate Access Number | | Legal Entity Name | |
2020431512 | | 2043151 ALBERTA ULC | |
2020431736 | | KINDER MORGAN CANADA GP ULC | |
Attachment
Attachment Type | | Microfilm Bar Code | | Date Recorded | |
Restrictions on Share Transfers | | ELECTRONIC | | 2017/05/29 | |
Statutory Declaration | | 10000907103489903 | | 2017/05/29 | |
Share Structure | | ELECTRONIC | | 2017/05/29 | |
Other Rules or Provisions | | ELECTRONIC | | 2017/05/29 | |
Registration Authorized By: | DAX A. SANDERS |
| DIRECTOR |
4
SCHEDULE “A”
(share structure)
The Corporation is authorized to issue an unlimited number of Common Shares. The rights, privileges, restrictions and conditions attached to the Common Shares are as follows:
(a) The holders of the Common Shares shall be entitled to receive notice of, attend at and vote at any meeting of the shareholders of the Corporation on the basis of one vote for each Common Share held at the time of any such meeting;
(b) The holders of the Common Shares shall be entitled to receive dividends declared as and if declared by the Board of Directors; and
(c) The holders of the Common Shares shall be entitled to share in the remaining property of the Corporation upon liquidation, dissolution, bankruptcy, winding-up or other distribution of the assets of the Corporation among its shareholders for the purpose of winding-up its affairs.
1
SCHEDULE “B”
(restrictions on share transfers)
No securities of the Corporation, other than non-convertible debt securities, shall be transferred without the consent of either (a) a majority of the directors of the Corporation expressed by a resolution passed at a meeting of the board of directors or by an instrument or instruments in writing signed by a majority of the directors, or (b) the holders of a majority of the outstanding shares of the Corporation entitling the holders thereof to vote in all circumstances (other than a separate class vote of the holders of another class of shares of the Corporation) expressed by a resolution passed at a meeting of such shareholders or by an instrument or instruments in writing signed by the holders of a majority of such shares.
1
SCHEDULE “C”
(other rules or provisions)
1. The number of shareholders of the Corporation, exclusive of persons who are in its employment and are shareholders of the Corporation and exclusive of persons who, having been formerly in the employment of the Corporation, were, while in that employment, shareholders of the Corporation, and have continued to be shareholders of the Corporation after termination of that employment, is limited to not more than fifty persons, two or more persons who are the joint registered owners of one or more shares being counted as one shareholder.
2. Any invitation to the public to subscribe for securities of the Corporation is prohibited.
3. The directors may, between annual general meetings, appoint one or more additional directors of the Corporation to serve until the next annual meeting, but the number of additional directors shall not at any time exceed one-third of the number of directors who held office at the expiration of the last annual meeting of the Corporation.
4. The liability of each of the shareholders of the unlimited liability corporation for any liability, act or default of the unlimited liability corporation is unlimited in extent and joint and several in nature.
1
| ![](https://capedge.com/proxy/10-12G/0001104659-17-065800/g209311ku05i001.gif)
|
| |
| 10000907103489903 |
| |
| 2020465411 |
CANADA | | ) | | IN THE MATTER of the Business Corporations Act |
| | ) | | (Alberta) and the amalgamation of Kinder Morgan |
PROVINCE OF ALBERTA | | ) | | Canada GP ULC and 2043151 Alberta ULC |
| | ) | | |
| | ) | | |
TO WIT: | | ) | | |
I, Dax A. Sanders, of the City of Houston, in the State of Texas, solemnly declare that:
1. I am a proposed director of the amalgamated corporation to be formed as a result of the proposed amalgamation of Kinder Morgan Canada GP ULC and 2043151 Alberta ULC, and as such have personal knowledge of the matters herein declared to.
2. I have conducted such examinations and have made such enquiries and investigations as are necessary to enable me to make this declaration. I have satisfied myself that there are reasonable grounds for believing that:
(a) the amalgamated corporation will be able to pay its liabilities as they become due;
(b) the realizable value of the amalgamated corporation’s assets will not be less than the aggregate of its liabilities and stated capital of all classes; and
(c) no creditor will be prejudiced by the amalgamation.
AND I MAKE this solemn declaration conscientiously believing the same to be true and knowing that it is of the same force and effect as if made under oath and by virtue of the Alberta Evidence Act, RSA 2000 cA-18.
DECLARED BEFORE me at the City of | | ) | |
Calgary, in the Province of Alberta, this | | ) | |
27th day of May, 2017. | | ) | |
| | ) | |
| | ) | /s/ Dax A. Sanders |
| | ) | DAX A. SANDERS |
/s/ Ky Kvisle | | ) | |
A Notary Public in and for | | ) | |
the Province of Alberta | | ) | |
| Ky Kvisle | | | |
| Barrisfer & Solicitor | | | |
2020465411
Articles of Amalgamation
Business Corporations Act
Section 185
1. Name of Amalgamated Corporation
KINDER MORGAN CANADA GP ULC
2. The classes of shares, and any maximum number of shares that the corporation is authorized to issue:
The annexed Schedule “A” is incorporated into and forms part of this form.
3. Restrictions on share transfers (if any):
The annexed Schedule “B” is incorporated into and forms part of this form.
4. Number, or minimum and maximum number of directors:
Minimum: One (1); Maximum: Fifteen (15).
5. If the corporation is restricted FROM carrying on a certain business or restricted TO carrying on a certain business, specify the restriction(s):
None.
6. Other provisions (if any):
The annexed Schedule “C” is incorporated into and forms part of this form.
7. Name of Amalgamating Corporations
| | Corporate Access Number | |
Kinder Morgan Canada GP ULC | | 2020431736 | |
2043151 Alberta ULC | | 2020431512 | |
Dax A. Sanders | | /s/ Dax A. Sanders |
Name of Person Authorizing (please print) | | Signature |
| | |
Director | | May 29, 2017 |
Title (please print) | | Date |
This information is being collected for the purposes of corporate registry records in accordance with the Business Corporations Act. Questions about the collection of this information can be directed to the Freedom of Information and Protection of Privacy-Coordinator for the Alberta Government, Box 3140, Edmonton, Alberta T5J 2G7, (780) 427-7013.
| ELECTRONICALLY FILED WITH |
| ALBERTA REGISTRIES ON |
| |
| MAY 29 2017 |
| |
| by BLAKE, CASSELS & GRAYDON LLP |
| Corporate Services |
SCHEDULE “A”
(share structure)
The Corporation is authorized to issue an unlimited number of Common Shares. The rights, privileges, restrictions and conditions attached to the Common Shares are as follows:
(a) The holders of the Common Shares shall be entitled to receive notice of, attend at and vote at any meeting of the shareholders of the Corporation on the basis of one vote for each Common Share held at the time of any such meeting;
(b) The holders of the Common Shares shall be entitled to receive dividends declared as and if declared by the Board of Directors; and
(c) The holders of the Common Shares shall be entitled to share in the remaining property of the Corporation upon liquidation, dissolution, bankruptcy, winding-up or other distribution of the assets of the Corporation among its shareholders for the purpose of winding-up its affairs.
SCHEDULE “B”
(restrictions on share transfers)
No securities of the Corporation, other than non-convertible debt securities, shall be transferred without the consent of either (a) a majority of the directors of the Corporation expressed by a resolution passed at a meeting of the board of directors or by an instrument or instruments in writing signed by a majority of the directors, or (b) the holders of a majority of the outstanding shares of the Corporation entitling the holders thereof to vote in all circumstances (other than a separate class vote of the holders of another class of shares of the Corporation) expressed by a resolution passed at a meeting of such shareholders or by an instrument or instruments in writing signed by the holders of a majority of such shares.
SCHEDULE “C”
(other rules or provisions)
1. The number of shareholders of the Corporation, exclusive of persons who are in its employment and are shareholders of the Corporation and exclusive of persons who, having been formerly in the employment of the Corporation, were, while in that employment, shareholders of the Corporation, and have continued to be shareholders of the Corporation after termination of that employment, is limited to not more than fifty persons, two or more persons who are the joint registered owners of one or more shares being counted as one shareholder.
2. Any invitation to the public to subscribe for securities of the Corporation is prohibited.
3. The directors may, between annual general meetings, appoint one or more additional directors of the Corporation to serve until the next annual meeting, but the number of additional directors shall not at any time exceed one-third of the number of directors who held office at the expiration of the last annual meeting of the Corporation.
4. The liability of each of the shareholders of the unlimited liability corporation for any liability, act or default of the unlimited liability corporation is unlimited in extent and joint and several in nature.
Notice of Address or Notice of
Change of Address
Business Corporations Act
Section 20
1. | Name of Corporation | 2. Corporate Access Number |
| | |
| KINDER MORGAN CANADA GP ULC | 2020465411 |
3. Address of Registered Office (P. O. Box number can only be used by a Society)
Street | | City/Town | | Province | | Postal Code |
855 – 2 Street SW, Suite 3500 | | Calgary | | Alberta | | T2P 4J8 |
OR
Legal Land Description | | Section | | Township | | Range | | Meridian |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
4. Records Office (P.O. Box number cannot be used)
Street | | City /Town | | Province | | Postal Code |
855 – 2 Street SW, Suite 3500 | | Calgary | | Alberta | | T2P 4J8 |
OR
Legal Land Description | | Section | | Township | | Range | | Meridian |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
5. Address for Service by Mail (if different from Item 3)
NOTE: If this is a change, please read instructions carefully.
Post Office Box Only | | City/Town | | Province | | Postal Code |
Not Applicable. | | | | | | |
/s/ Dax A. Sanders | | Dax A. Sanders | | May 29, 2017 |
Authorized Signature | | Name of Person Authorizing (please print) | | Date |
| | | | |
| | Not Applicable. | | Director |
Telephone Number (daytime) | | Identification | | Title (please print) |
This information is being collected for the purposes of corporate registry records in accordance with the Business Corporations Act. Questions about the collection of this information can be directed to the Freedom of Information and Protection of Privacy Coordinator for the Alberta Government, Box 3140, Edmonton, Alberta T5J 2G7, (780) 427-7013.
| ELECTRONICALLY FILED WITH |
| ALBERTA REGISTRIES ON |
| |
| MAY 29 2017 |
| |
| by BLAKE, CASSELS & GRAYDON LLP |
| Corporate Services |
Notice of Directors or
Notice of Change of Directors
Business Corporations Act
Sections 106, 113 and 289
1. | Name of Corporation | 2.Corporate Access Number |
| | |
| KINDER MORGAN CANADA GP ULC | 2020465411 |
3.The following persons were appointed Director(s) on: | | | |
| year/month/day | | |
Name of Director (Last, First, Second) | | Mailing Address (including postal code) | | Resident Canadian? |
See Below | | | | |
| | | | |
4.The following persons ceased to hold office as Director(s) on: | n/a | | |
| year/month/day | | |
Name of Director (Last, First, Second) | | Mailing Address (including postal code) |
Not Applicable. | | |
| | |
5.As of this date, the Director(s) of the corporation are:
Name of Director (Last, First, Second) | | Mailing Address (including postal code) | | Resident Canadian? |
Kean, Steven J. | | 1001 Louisiana Street, Suite 1000, Houston, Texas 77002 | | No |
Dang, Kimberly A. | | 1001 Louisiana Street, Suite 1000, Houston, Texas 77002 | | No |
Fournier, Daniel P.E. | | 855 — 2 Street SW, Suite 3500, Calgary, Alberta T2P 4J8 | | Yes |
Sanders, Dax A. | | 1001 Louisiana Street, Suite 1000, Houston, Texas 77002 | | No |
Ritchie, Gordon M. | | 300 — 5 Avenue SW, Suite 2700, Calgary, Alberta T2P 5J2 | | Yes |
Wade, Brooke | | 300 — 5 Avenue SW, Suite 2700, Calgary, Alberta T2P 5J2 | | Yes |
6. To be completed only by Alberta Corporations: | |
| |
Are at least ¼ of the members of the Board of Directors resident Canadians? | x Yes o No |
/s/ Dax A. Sanders | | Dax A. Sanders | | May 29, 2017 |
Authorized Signature | | Name of Person Authorizing (please print) | | Date |
| | | | |
| | Not Applicable. | | Director |
Telephone Number (daytime) | | Identification | | Title (please print) |
This information is being collected for the purposes of corporate registry records in accordance with the Business Corporations Act. Questions about the collection of this information can be directed to the Freedom of Information and Protection of Privacy Coordinator for the Alberta Government, Box 3140, Edmonton, Alberta T5J 2G7, (780) 427-7013.
| ELECTRONICALLY FILED WITH |
| ALBERTA REGISTRIES ON |
| |
| MAY 29 2017 |
| |
| by BLAKE, CASSELS & GRAYDON LLP |
| Corporate Services |
CORPORATE ACCESS NUMBER: 2020465411
![](https://capedge.com/proxy/10-12G/0001104659-17-065800/g209311ku07i001.jpg)
BUSINESS CORPORATIONS ACT
CERTIFICATE
OF
AMENDMENT AND REGISTRATION
OF RESTATED ARTICLES
KINDER MORGAN CANADA GP INC.
AMENDED ITS ARTICLES ON 2017/05/29.
![](https://capedge.com/proxy/10-12G/0001104659-17-065800/g209311ku07i002.gif)
Name/Structure Change Alberta Corporation - Registration Statement
Alberta Amendment Date: 2017/05/29
Service Request Number: | | 27102998 |
Corporate Access Number: | | 2020465411 |
Legal Entity Name: | | KINDER MORGAN CANADA GP ULC |
French Equivalent Name: | | |
Legal Entity Status: | | Active |
| | |
Alberta Corporation Type: | | Named Alberta Corporation |
New Legal Entity Name: | | KINDER MORGAN CANADA GP INC. |
New French Equivalent Name: | | |
Nuans Number: | | 120183846 |
Nuans Date: | | 2017/03/22 |
French Nuans Number: | | |
French Nuans Date: | | |
| | |
Share Structure: | | THE ANNEXED SCHEDULE “A” IS INCORPORATED INTO AND FORMS PART OF THIS FORM. |
Share Transfers Restrictions: | | THE ANNEXED SCHEDULE “B” IS INCORPORATED INTO AND FORMS PART OF THIS FORM. |
Number of Directors: | | |
Min Number Of Directors: | | 1 |
Max Number Of Directors: | | 15 |
Business Restricted To: | | NONE. |
Business Restricted From: | | NONE. |
Other Provisions: | | THE ANNEXED SCHEDULE “C” IS INCORPORATED INTO AND FORMS PART OF THIS FORM. |
BCA Section/Subsection: | | 173(1)(A),(M.1)&(N) |
| | |
Professional Endorsement Provided: | | |
Future Dating Required: | | |
1
Annual Return
No Records returned
Attachment
Attachment Type | | Microfilm Bar Code | | Date Recorded | |
Restrictions on Share Transfers | | ELECTRONIC | | 2017/05/29 | |
Other Rules or Provisions | | ELECTRONIC | | 2017/05/29 | |
Statutory Declaration | | 10000907103489903 | | 2017/05/29 | |
Share Structure | | ELECTRONIC | | 2017/05/29 | |
Other Rules or Provisions | | ELECTRONIC | | 2017/05/29 | |
Registration Authorized By: SCOTT STONESS
OFFICER
2
SCHEDULE “A”
(share structure)
The Corporation is authorized to issue an unlimited number of Common Shares. The rights, privileges, restrictions and conditions attached to the Common Shares are as follows:
(a) The holders of the Common Shares shall be entitled to receive notice of, attend at and vote at any meeting of the shareholders of the Corporation on the basis of one vote for each Common Share held at the time of any such meeting;
(b) The holders of the Common Shares shall be entitled to receive dividends declared as and if declared by the Board of Directors; and
(c) The holders of the Common Shares shall be entitled to share in the remaining property of the Corporation upon liquidation, dissolution, bankruptcy, winding-up or other distribution of the assets of the Corporation among its shareholders for the purpose of winding-up its affairs.
1
SCHEDULE “B”
(restrictions on share transfers)
No securities of the Corporation, other than non-convertible debt securities, shall be transferred without the consent of either (a) a majority of the directors of the Corporation expressed by a resolution passed at a meeting of the board of directors or by an instrument or instruments in writing signed by a majority of the directors, or (b) the holders of a majority of the outstanding shares of the Corporation entitling the holders thereof to vote in all circumstances (other than a separate class vote of the holders of another class of shares of the Corporation) expressed by a resolution passed at a meeting of such shareholders or by an instrument or instruments in writing signed by the holders of a majority of such shares.
1
SCHEDULE “C”
(other rules or provisions)
1. The number of shareholders of the Corporation, exclusive of persons who are in its employment and are shareholders of the Corporation and exclusive of persons who, having been formerly in the employment of the Corporation, were, while in that employment, shareholders of the Corporation, and have continued to be shareholders of the Corporation after termination of that employment, is limited to not more than fifty persons, two or more persons who are the joint registered owners of one or more shares being counted as one shareholder.
2. Any invitation to the public to subscribe for securities of the Corporation is prohibited.
3. The directors may, between annual general meetings, appoint one or more additional directors of the Corporation to serve until the next annual meeting, but the number of additional directors shall not at any time exceed one-third of the number of directors who held office at the expiration of the last annual meeting of the Corporation.
4. The Corporation has a lien on the shares of a shareholder or his legal representative for a debt of that shareholder to the Corporation, provided that such lien shall be released in respect of shares transferred by such shareholder (or his legal representative) as permitted pursuant to the terms of these Articles or any unanimous shareholders agreement in respect of the Corporation.
1
![](https://capedge.com/proxy/10-12G/0001104659-17-065800/g209311ku11i001.jpg)
| 2020465411 |
Alberta Reservation Report
Rapport pour réservation en Alberta
Kinder Morgan Canada GP Inc. | | | |
120183846 | Distinctive/Distinctif: Kinder Morgan | Page 1 of/de 7 | 2017-03-22 |
NAICS codes/ codes SCIAN: | Alternate spelling/Variante orthographique: | | |
| | | | |
COMPANY NAME / NOM DE L’ENTREPRISE
JUR NO. | | | | | | | | | | | | | | |
BUS./ACT. | | | | DATE | | CITY/VILLE | | EP | | TYPE | | STATUS/STATUT | | STAT.DATE/DATE STAT. |
Kinder Morgan Canada GP Inc. | | | | | | | | | | |
AB | | 120183846 | | 2017-03-22 | | | | | | | | Prop.ACCUCA | | |
| | | | | | | | | | | | | | |
KINDER MORGAN CANADA COMPANY | | | | | | |
AB | | 2117458253 | | 2013-05-01 | | HALIFAX | | NS | | EP_Corp | | Active | | |
| | | | | | | | | | | | | | |
KINDER MORGAN CANADA LIMITED | | | | | | | | | | |
AB | | 120175839 | | 2017-03-10 | | | | | | | | Prop.ACCUCA | | |
| | | | | | | | | | | | | | |
KINDER MORGAN CANADA INC. | | | | | | | | | | |
AB | | 2010166516 | | 2002-11-12 | | CALGARY | | | | Bus_Corp | | Active | | 2010-01-30 |
| | | | | | | | | | | | | | |
KINDER MORGAN CANADA COMPANY | | | | | | |
AB | | 219148491 | | 2001-01-15 | | HALIFAX | | NS | | EP_Corp | | Cancelled | | 2013-05-01 |
| | | | | | | | | | | | | | |
KINDER MORGAN CANADA PIPELINES INC. | | | | | | | | |
AB | | 2010166516 | | 2002-11-12 | | CALGARY | | | | Bus_Corp | | Historic | | 2005-12-08 |
| | | | | | | | | | | | | | |
KINDER MORGAN CANADA TERMINALS ULC | | | | | | | | |
AB | | 2012383929 | | 2006-04-26 | | CALGARY | | | | Bus_Corp | | Historic | | 2008-01-14 |
| | | | | | | | | | | | | | |
KINDER MORGAN UTOPIA LTD. | | | | | | | | | | |
AB | | 2019763123 | | 2016-06-16 | | CALGARY | | | | Bus_Corp | | Active | | |
| | | | | | | | | | | | | | |
KINDER MORGAN CANADA TERMINALS LIMITED PARTNERSHIP | | |
AB | | LP16079907 | | 2011-05-19 | | | | | | LP | | Dissolved | | 2017-02-02 |
| | | | | | | | | | | | | | |
KINDER MORGAN HEARTLAND ULC | | | | | | | | | | |
AB | | 2010499289 | | 2003-06-02 | | CALGARY | | | | Bus_Corp | | Active | | 2007-04-12 |
| | | | | | | | | | | | | | |
KINDER MORGAN COCHIN ULC | | | | | | | | |
AB | | 210088969 | | 1970-01-05 | | HALIFAX | | NS | | EP_Corp | | Active | | 2007-05-08 |
| | | | | | | | | | | | | | |
KINDER MORGAN LOGISTICS | | | | | | | | | | |
AB | | TN18429860 | | 2014-08-22 | | | | | | TradeName | | Active | | |
| | | | | | | | | | | | | | |
KINDER MORGAN CANADA C02 ULC | | | | | | | | | | |
AB | | 2013190067 | | 2007-04-30 | | CALGARY | | | | Bus_Corp | | Dissolved | | 2016-12-01 |
| | | | | | | | | | | | | | |
KINDER MORGAN BISON ULC | | | | | | | | | | |
AB | | 208818278 | | 2000-05-25 | | CALGARY | | | | Bus_Corp | | Dissolved | | 2016-12-01 |
| | | | | | | | | | | | | | |
KINDER MORGAN BC TERMINALS ULC | | | | | | |
AB | | 2013020439 | | 2007-02-20 | | CALGARY | | | | Bus_Corp | | Historic | | 2007-10-18 |
| | | | | | | | | | | | | | |
KINDER MORGAN EDMONTON TERMINALS ULC | | | | | | |
AB | | 2012383929 | | 2006-04-26 | | CALGARY | | | | Bus_Corp | | Amlgmtd | | 2011-01-01 |
| | | | | | | | | | | | | | |
KINDER MORGAN FINANCE COMPANY, ULC | | | | | | |
AB | | 2011972177 | | 2005-10-07 | | CALGARY | | | | Bus_Corp | | Cnttn_Out | | 2008-05-22 |
The use of this report is the sole responsiblity of the applicant. / La responsabilité quant à I’usage du présent rapport incombe entiérement au demandeur. Valid until / Valide jusqu’au: 2017-06-20
NUANS® is a product of Innovation, Science and Economic Development Canada
NUANSMD est un produit d’lnnovation, Sciences et Développement économique Canada | ELECTRONICALLY FILED WITH ALBERTA REGISTRIES ON MAY 29 2017 by BLAKE, CASSELS & GRAYDON LLP Corporate Services |
Alberta Reservation Report
Rapport pour réservation en Alberta
Kinder Morgan Canada GP Inc. | | | |
120183846 | Distinctive/Distinctif: Kinder Morgan | Page 2 of/de 7 | 2017-03-22 |
NAICS codes/ codes SCIAN: | Alternate spelling/Variante orthographique: | | |
| | | | |
COMPANY NAME/NOM DE L’ENTREPRISE
JUR NO. | | | | | | | | | | | | | | |
BUS./ACT. | | | | DATE | | CITY/VILLE | | EP | | TYPE | | STATUS/STATUT | | STAT.DATE/DATE STAT. |
MORGAN CONTRACTING | | | | | | | | |
AB | | TN6555676 | | 1995-05-23 | | | | | | TradeName | | Active | | |
| | | | | | | | | | | | | | |
MORGAN CONTRACTING | | | | | | | | | | |
AB | | TN10647659 | | 2003-09-05 | | | | | | TradeName | | Active | | |
| | | | | | | | | | | | | | |
MORGAN BANK OF CANADA (RECEIVABLES PURCHASE FINANCING) LTD.- | | |
CD | | 1264362 | | 1982-01-20 | | TORONTO | | | | CBCA | | Dissolved | | 2001-07-23 |
| | | | | | | | | | | | | | |
JACKSON-MORGAN CONTRACTING | | | | |
AB | | TN12769303 | | 2006-10-24 | | | | | | TradeName | | Active | | |
| | | | | | | | | | | | | | |
JACKSON-MORGAN CONTRACTING | | | | | | | | |
AB | | TN12652202 | | 2006-09-01 | | | | | | TradeName | | Active | | |
| | | | | | | | | | | | | | |
MORGAN RUEMPER CONTRACTING LTD. | | | | | | | | |
AB | | 2118665617 | | 2014-12-22 | | KAMLOOPS | | BC | | EP_Corp | | Active | | |
| | | | | | | | | | | | | | |
ZACH MORGAN CONTRACTING LTD. | | | | | | | | |
AB | | 2012476210 | | 2006-06-06 | | NACMINE | | | | Bus_Corp | | Active | | |
| | | | | | | | | | | | | | |
DAN MORGAN CONTRACTING LTD. | | | | | | | | |
AB | | 204030456 | | 1989-05-31 | | GRANDE PRAIRIE | | | | Bus_Corp | | Active | | 1992-04-24 |
| | | | | | | | | | | | | | |
MORGANS COUNTRY CORINER | | | | | | | | |
AB | | CRY068840 | | 1982-11-05 | | | | | | Ptnrshp | | Active | | |
| | | | | | | | | | | | | | |
W.E. MORGAN CONTRACTOR | | | | | | | | |
AB | | CAL007903 | | 1949-04-16 | | | | | | TradeName | | Active | | |
| | | | | | | | | | | | | | |
COUNTRY ROSE MORGANS | | | | | | | | |
AB | | TN18525907 | | 2014-10-07 | | | | | | TradeName | | Active | | |
| | | | | | | | | | | | | | |
MORGAN WINDOW AND DOOR CONTRACTING | | | | | | | | |
AB | | TN18766576 | | 2015-02-07 | | | | | | TradeName | | Active | | |
| | | | | | | | | | | | | | |
KINGSETT REAL ESTATE MORTGAGE GP NO. 3 INC. | | | | | | |
AB | | 2112949413 | | 2007-01-18 | | TORONTO | | CD | | EP_Corp | | Active | | |
| | | | | | | | | | | | | | |
KingSett Real Estate Mortgage GP No. 3 Inc. | | | | | | | | |
CD | | 6694217 | | 2007-01-10 | | Toronto | | | | CBCA | | Active | | 2007-01-10 |
| | | | | | | | | | | | | | |
KINDERMUSIC WITH CATHY MORSE | | | | | | | | |
AB | | TN12440780 | | 2006-05-20 | | | | | | TradeName | | Active | | |
| | | | | | | | | | | | | | |
ROMAN MORGAN CONTRACTING INCORPORATED | | | | |
AB | | 2016351963 | | 2011-10-13 | | CALGARY | | | | Bus_Corp | | Struck | | 2016-04-02 |
| | | | | | | | | | | | | | |
MORGAN INTERIOR CONTRACTING LTD. | | | | | | |
AB | | 203386867 | | 1985-11-05 | | | | | | Bus_Corp | | Historic | | 1991-11-19 |
The use of this report is the sole responsiblity of the applicant. / La responsabilité quant à I’usage du présent rapport incombe entiérement au demandeur. Valid until / Valide jusqu’au: 2017-06-20
NUANS® is a product of Innovation, Science and Economic Development Canada
NUANSMD est un produit d’lnnovation, Sciences et Développement économique Canada
Alberta Reservation Report
Rapport pour réservation en Alberta
Kinder Morgan Canada GP Inc. | | | |
120183846 | Distinctive/Distinctif: Kinder Morgan | Page 3 of/de 7 | 2017-03-22 |
NAICS codes/ codes SCIAN: | Alternate spelling/Variante orthographique: | | |
| | | | |
COMPANY NAME/NOM DE L’ENTREPRISE
JUR NO. | | | | | | | | | | | | | | |
BUS./ACT. | | | | DATE | | CITY/VILLE | | EP | | TYPE | | STATUS/STATUT | | STAT.DATE/DATE STAT. |
MORGAN ISLEY CONTRACTING INC. | | | | | | | | |
AB | | 2015447267 | | 2010-06-25 | | GRANDE PRAIRIE | | | | Bus_Corp | | Historic | | 2014-01-17 |
| | | | | | | | | | | | | | |
KINGSETT REAL ESTATE MORTGAGE GP NO. 1 INC. | | | | | | |
AB | | 2112422510 | | 2006-05-12 | | TORONTO | | CD | | EP_Corp | | Historic | | 2010-10-14 |
| | | | | | | | | | | | | | |
KINGSTREET REAL ESTATE MORTGAGE GP NO. 1 INC. | | | | | | |
AB | | 2112422510 | | 2006-05-12 | | TORONTO | | CD | | EP_Corp | | Historic | | 2006-11-28 |
| | | | | | | | | | | | | | |
ST. MARY’S KINDERGARTEN ASSOCIATION (VEGREVILLE) | | | | |
AB | | 502419682 | | 1980-04-28 | | | | | | Society | | Historic | | 1985-09-18 |
| | | | | | | | | | | | | | |
MORLEY TRAIL KINDERGARTEN | | | | | | | | |
AB | | 500078084 | | 1974-06-26 | | | | | | Society | | Struck | | 1977-09-30 |
| | | | | | | | | | | | | | |
THE AMERICAN ASSOCIATION OF PETROLEUM GEOLOGISTS CANADA REGION SOCIETY |
AB | | 5018081934 | | 2014-02-18 | | CALGARY | | | | Society | | Active | | |
| | | | | | | | | | | | | | |
Les méres contre I’alcool au volant (MADD Canada) | | | | | | |
CD | | 2500639 | | | | OAKVILLE | | | | NPCorpAct | | Active | | 1998-04-02 |
| | | | | | | | | | | | | | |
MORGANA WOODWORK AND CONTRACTING LTD. | | | | | |
CD | | 1115448 | | 1981-03-30 | | WESTON | | | | CBCA | | Dscntd | | 1999-08-24 |
| | | | | | | | | | | | | | |
MOTHERS AGAINST DRUNK DRIVING (MADD CANADA) - LES MERES CONTRE L’ALCOOL AU VOLANT (MADD CANADA) |
AB | | 5311472657 | | 2005-01-13 | | MISSISSAUGA | | CD | | EP_N Prft | | Active | | 2011-06-22 |
| | | | | | | | | | | | | | |
MORGONZ CONTRACTING INC. | | | | | | | | |
AB | | 2018949715 | | 2015-05-05 | | EDMONTON | | | | Bus_Corp | | Active | | |
| | | | | | | | | | | | | | |
MORAL RE-ARMAMENT IN CANADA/REARMEMENT MORAL AU CANADA |
AB | | 539021055 | | 2000-10-23 | | OTTAWA | | CD | | EP_N Prft | | Historic | | 2003-11-06 |
| | | | | | | | | | | | | | |
MORGRAY CONTRACTING LTD. | | | | | | | | |
AB | | 2016512119 | | 2012-01-09 | | WETASKIWIN | | | | Bus_Corp | | Active | | |
| | | | | | | | | | | | | | |
MR C’S ENTERPRISES | | | | | | | | | | |
AB | | TN5988290 | | 1994-02-16 | | | | | | TradeName | | Active | | |
| | | | | | | | | | | | | | |
G.W.B. MEIER CONTRACTING | | | | | | | | | | |
AB | | TN9559899 | | 2001-10-12 | | | | | | TradeName | | Active | | |
| | | | | | | | | | | | | | |
BARBARA G’S COUNTRY DECOR & MORE | | | | | | | | |
AB | | TN13405022 | | 2007-07-31 | | | | | | TradeName | | Active | | |
| | | | | | | | | | | | | | |
KENT MORROW CONTRACTING INC. | | | | | | | | |
AB | | 2017544905 | | 2013-06-12 | | PONOKA | | | | Bus_Corp | | Active | | |
| | | | | | | | | | | | | | |
MARY C. ANDERSON NEW HOME SALES | | | | | | | | |
AB | | TN8753303 | | 2000-04-12 | | | | | | TradeName | | Active | | |
| | | | | | | | | | | | | | | |
The use of this report is the sole responsiblity of the applicant. / La responsabilité quant à I’usage du présent rapport incombe entiérement au demandeur. Valid until / Valide jusqu’au: 2017-06-20
NUANS® is a product of Innovation, Science and Economic Development Canada
NUANSMD est un produit d’lnnovation, Sciences et Développement économique Canada
Alberta Reservation Report
Rapport pour réservation en Alberta
Kinder Morgan Canada GP Inc. | | | |
120183846 | Distinctive/Distinctif: Kinder Morgan | Page 4 of/de 7 | 2017-03-22 |
NAICS codes / codes SCIAN: | Alternate spelling/Variante orthographique: | | |
| | | | |
COMPANY NAME/NOM DE L’ENTREPRISE
JUR NO. | | | | | | | | | | | | | | |
BUS./ACT. | | | | DATE | | CITY/VILLE | | EP | | TYPE | | STATUS/STATUT | | STAT.DATE/DATE STAT. |
SOCIETY OF THE CANADA REGION OF THE AMERICAN ASSOCIATION OF PETROLEUM GEOLOGISTS |
AB | | 5010424769 | | 2003-04-11 | | CALGARY | | | | Society | | Struck | | 2007-10-02 |
| | | | | | | | | | | | | | |
KINUSO MERCANTILE LTD. | | | | | | | | | | |
AB | | 2011449531 | | 2005-01-01 | | EDMONTON | | | | Bus_Corp | | Active | | |
| | | | | | | | | | | | | | |
J K MURRAY CONTRACTING LTD |
AB | | 200214815 | | 1957-06-19 | | | | | | Bus_Corp | | Struck | | 1971-12-31 |
| | | | | | | | | | | | | | |
MR. C. ENTERPRISES LTD. |
AB | | 203778238 | | 1988-01-08 | | EDMONTON | | | | Bus_Corp | | Struck | | 1990-07-01 |
| | | | | | | | | | | | | | |
G & G MEIER CONTRACTING | | |
AB | | PT11657608 | | 2005-04-20 | | | | | | Ptnrshp | | Dissolved | | 2007-08-04 |
| | | | | | | | | | | | | | |
MORRIS AND GOLDIE CANTOR HOLDINGS INC. |
CD | | 1812700 | | 1984-12-12 | | Toronto | | | | CBCA | | Active | | 1987-06-15 |
| | | | | | | | | | | | | | |
KINGSETT MORTGAGE CORPORATION | | | | | | | | |
AB | | 2112422510 | | 2006-05-12 | | TORONTO | | CD | | EP_Corp | | Active | | 2010-10-14 |
| | | | | | | | | | | | | | |
KING MORTGAGE LTD. | | | | | | | | |
AB | | 202080941 | | 1979-02-08 | | EDMONTON | | | | Bus_Corp | | Active | | |
| | | | | | | | | | | | | | |
KINGSETT MORTGAGE CORPORATION | | | | | | | | |
AB | | 2112422510 | | 2006-05-12 | | TORONTO | | CD | | EP_Corp | | Active | | 2010-10-14 |
| | | | | | | | | | | | | | |
KINGSETT MORTGAGE CORPORATION | | | | | | | | |
CD | | 6563431 | | 2006-05-03 | | Toronto | | | | CBCA | | Active | | 2010-10-01 |
| | | | | | | | | | | | | | |
KING MORTGAGE LTD. | | | | | | | | |
AB | | 202080941 | | 1979-02-08 | | EDMONTON | | | | Bus_Corp | | Active | | |
| | | | | | | | | | | | | | |
K M R GENERAL RENOVATIONS AND PAINTING CONTRACTORS LTD. |
AB | | 2010106678 | | 2002-10-03 | | CALGARY | | | | Bus_Corp | | Active | | |
| | | | | | | | | | | | | | |
KINGSMITH MERCANTILES ALBERTA LTD. | | |
AB | | 2019439351 | | 2016-01-13 | | EDMONTON | | | | Bus_Corp | | Active | | |
| | | | | | | | | | | | | | |
KINGSLEY MYERS CONSULTING | | | | | | | | |
AB | | TN14356174 | | 2008-11-03 | | | | | | TradeName | | Active | | |
| | | | | | | | | | | | | | |
M.I.E.R CONTRACTING LTD. | | | | | | | | | | |
AB | | 2017129327 | | 2012-11-15 | | EDSON | | | | Bus_Corp | | Active | | 2013-04-03 |
| | | | | | | | | | | | | | |
MARCON CONTRACTING LTD. | | | | | | | | | | |
AB | | 2015923739 | | 2011-03-09 | | BONNYVILLE | | | | Bus_Corp | | Active | | |
| | | | | | | | | | | | | | |
MRA CONTRACTING LTD. | | | | | | | | | | |
AB | | 2018754248 | | 2015-02-02 | | FORT MCMURRAY | | | | Bus_Corp | | Active | | |
The use of this report is the sole responsiblity of the applicant. / La responsabilité quant à I’usage du présent rapport incombe entiérement au demandeur. Valid until / Valide jusqu’au: 2017-06-20
NUANS® is a product of Innovation, Science and Economic Development Canada
NUANSMD est un produit d’lnnovation, Sciences et Développement économique Canada
![](https://capedge.com/proxy/10-12G/0001104659-17-065800/g209311ku11i002.gif)
| Trademark Report Rapport des marques de commerce | ![](https://capedge.com/proxy/10-12G/0001104659-17-065800/g209311ku11i003.jpg)
|
Kinder Morgan Canada GP Inc. | | | |
120183846 | Distinctive/Distinctif: Kinder Morgan | Page 5 of/de 7 | 2017-03-22 |
Nice classes/classification Nice: | Alternate spelling/Variante orthographique: | | |
| | | | |
* This report does not constitute a Trademark reservation / Ce rapport ne constitue pas de réservation de marque de commerce
TRADEMARK/MARQUE DE COMMERCE
AP. NO. / NO. AP. | | | | | | | | OWNER/PROPRIETAIRE |
GOODS/PRODUITS | | REG. NO. /NO. ENR. | | REG. DATE /DATE. ENR. | | STATUS/STATUT | | CLASSES |
Kinder Morgan Canada & Design | | | | Kinder Morgan, Inc. |
1447842 | | TMA804207 | | 2011-08-11 | | Registerd | | 39 |
Operation of petroleum products pipelines and storage facilities for... | | | | |
KINDER MORGAN | | | | | | Kinder Morgan, Inc. |
1479254 | | TMA804453 | | 2011-08-15 | | Registerd | | 39 |
Transportation by pipeline and terminalling of natural gas liquids,… | | | | |
KINDER MORGAN AND DESIG | | | | Kinder Morgan, Inc. |
1479255 | | TMA804454 | | 2011-08-15 | | Registerd | | 39 |
Transportation by pipeline and terminalling of natural gas liquids,… | | | | |
KINDER MORGAN | | | | | | Kinder Morgan, Inc. |
1292438 | | TMA705320 | | 2008-01-22 | | Registerd | | 39 |
Operation of petroleum products pipelines and storage facilities for… | | | | |
KINDER MORGAN & DESIGN | | | | Kinder Morgan, Inc. |
1292439 | | TMA701648 | | 2007-11-26 | | Registerd | | 39 |
Operation of petroleum products pipelines and storage facilities for… | | | | |
Canada’s Award Winning Mortgage Broker | | | | Canada Call Centre Corp |
1491470 | | TMA | | | | Aband-36 | | 36 |
Mortgage brokerage services. | | | | | | |
SHOU ME YOUR KINDNESS | | | | 2472586 ONTARIO LTD. |
1743558 | | TMA948466 | | 2016-09-06 | | Registerd | | 43 |
Catering services for special events for charitable organizations | | | | |
MR. KINDLING | | | | | | | | MR. KINDLING INC., |
0552211 | | TMA326295 | | 1987-04-10 | | Expunged | | 04,06,08,09... |
Firewood, both natural and kiln dried, and Delivery of… | | | | |
MORE KINDS OF WHALES MORE OFTEN THAN ANYWHERE ELSE | | HER MAJESTY THE QUEEN I |
0911454 | | TMA | | | | Advertisd | | 01,02,03,04... |
| | | | | | | | |
NO MORE KINKS! | | | | | | GARANT GP, société en n |
1415293 | | TMA764957 | | 2010-04-26 | | Registerd | | 17 |
Watering hoses. | | | | | | | | |
MR KINGS | | | | | | | | A AND K LICK A CHICK FR |
0458307 | | TMA258332 | | 1981-05-01 | | Expunged | | 43 |
Restaurant services. | | | | | | |
COUNTRY MORNING | | | | | | FEDERATED CO-OPERATIVES |
0369537 | | TMA206728 | | 1975-04-25 | | Registerd | | 29,30,31,35... |
Fresh and processed meats and poultry. (2) Eggs.... Operation of a... | | | | |
MORE CONTROL. LESS RISK. | | | | St. Jude Medical, Inc. |
1395094 | | TMA821034 | | 2012-03-29 | | Registerd | | 09,10,41,42... |
Computer software for use with medical equipment... Providing... | | | | |
CEMENT CONTROL MARGIN | | | | CSD Connection Systems |
1696171 | | TMA936580 | | 2016-05-02 | | Registerd | | 10,40,42,45 |
Dental implants, dental prostheses, dental…Licensing of... | | | | |
Mortgage Advice You Can Trust | | | | 6356591 Canada Inc. |
1367364 | | TMA | | | | Aband-36 | | 09,14,16,18... |
Calculators, vests, blankets, mugs, plastic bags,… Financial... | | | | |
DMG MORI Thermal Control | | | | DECKEL MAHO PFRONTEN GM |
1707500 | | TMA | | | | Searched | | 07,09,42 |
Metal working machines and tools; Machine… Design of... | | | | |
BICYCLE AND KING ON BICYCLE DESIGN | | | | INTERNATIONAL PLAYING C |
0990989 | | NFLD000989 | | 1921-03-15 | | Registerd | | 28 |
PLAYING CARDS OF ALL KINDS | | | | |
The use of this report is the sole responsiblity of the applicant. / La responsabilité quant à I’usage du présent rapport incombe entiérement au demandeur. Valid until / Valide jusqu’au: 2017-06-20
NUANS® is a product of Innovation, Science and Economic Development Canada
NUANSMD est un produit d’lnnovation, Sciences et Développement économique Canada
Trademark Report
Rapport des marques de commerce
Kinder Morgan Canada GP Inc. | | | |
120183846 | Distinctive/Distinctif: Kinder Morgan | Page 6 of/de 7 | 2017-03-22 |
Nice classes/classification Nice: | Alternate spelling/Variante orthographique: | | |
| | | | |
* This report does not constitute a Trademark reservation / Ce rapport ne constitue pas de réservation de marque de commerce
TRADEMARK / MARQUE DE COMMERCE
AP.NO. / NO. AP. | | | | | | | | OWNER / PROPRIÉTAIRE |
GOODS/PRODUITS | | REG. NO. / NO. ENR. | | REG. DATE / DATE. ENR. | | STATUS/ STATUT | | CLASSES |
MORE LEADS. MORE CONTROL. MORE RESULTS. | | | | | | Reynolds and Reynolds H |
1206571 | | TMA633834 | | 2005-02-25 | | Registerd | | 09 |
Computer software, namely, a web-based statistical reporting and... | | | | |
MADD Les mères contre I’alcool au volant & Design | | | | | | MOTHERS AGAINST DRUNK D |
1133624 | | TMA704552 | | 2008-01-11 | | Registerd | | 41,42,45 |
Association services, namely, promoting the interests of individuals... | | | | |
LES MÈRES CONTRE L'ALCOOL AU VOLANT | | | | | | MOTHERS AGAINST DRUNK D |
1185914 | | TMA682915 | | 2007-03-05 | | Registerd | | 41,42,45 |
Association services, namely, promoting the interests of individuals... | | | | |
Feuille de Lys avec un contour marocain | | | | | | COUSMOS INC |
1826260 | | TMA | | | | Formalizd | | 21,29,30 |
kimchi [plat à base de légumes fermentés]; plat d¿accompagnement au... | | | | |
MORTGAGE CONTROL AND DESIGN | | | | | | JEN-AN FINANCIAL SERVIC |
0660845 | | TMA | | | | Abandoned | | 36 |
Mortgage brokerage business, which use consists of advising... | | | | |
COUNTRY MORNING | | | | | | | | LAND O’ LAKES, INC., |
0458047 | | TMA | | | | Abandoned | | 29 |
Frozen egg preparation, butter, margarine, mixtures of butter and... | | | | |
COUNTRY MORNING | | | | | | | | S.C. JOHNSON & SON, INC |
0697472 | | TMA | | | | Aband40-3 | | 05 |
Air fresheners. | | | | | | | | |
COUNTRY MORNING | | | | | | | | AVON CANADA INC. |
0312238 | | TMA166834 | | 1969-12-12 | | Expunged | | 03 |
Talc, personal deodorant, hair cream, after shave lotion, cologne,… | | | | |
COUNTRY MORNING | | | | | | | | KELLOGG SALADA CANADA I |
0378000 | | TMA212650 | | 1976-03-05 | | Exp45-3 | | 30 |
Cereal and vegetable derived food products to be used as a breakfast... | | | | |
MEYER’S COUNTRY SAUSAGE & DESIGN | | | | | | RUDOLF MEYER AND SON LI |
0608275 | | TMA359203 | | 1989-08-04 | | Expunged | | 29 |
Salami, smoked pork sausage, Hungarian type pepperoni, tea sausage,... | | | | |
3-ZONE COMFORT GRIP; MORE GRIP. MORE CONTROL. & Design | | | | Irwin Industrial Tool C |
1682957 | | TMA916219 | | 2015-10-08 | | Registerd | | 08 |
Pliers and wrenches. | | | | | | | | |
THE MORTGAGE CONTROLLER | | | | | | FINANCIAL CONTROL ASSOC |
0713741 | | TMA | | | | Aband-36 | | 16 |
Books, booklets, pamphlets, and written reports related to debt… | | | | |
Firefighter Mortgage Canada | | | | | | Johnathan McQuoid |
1778284 | | TMA | | | | Searched | | 36 |
mortgage banking; mortgage brokerage; mortgage refinancing; mortgage... | | | | |
AIR CANADA AÉRONAUTES & Design | | | | | | AIR CANADA |
1727597 | | TMA | | | | Allowed | | 39,41 |
Operation of an airline; air transportation services for persons and... | | | | |
THE BEST OF CANADA AROUND THE WORLD | | | | | | Air Canada |
1752207 | | TMA | | | | Allowed | | 39 |
Air transportation services for passengers, baggage and other cargo. | | | | |
CALCUL CANADA & ARROW DESIGN | | | | | | Compute Canada Calcul C |
1758926 | | TMA | | | | Searched | | 09,16,35,42 |
Printed and electronic publications on the… Operation of a... | | | | |
CANADA’S ORGANIC FRESH FOOD LEADER | | | | | | UNFI Canada, Inc. |
1000039 | | TMA555691 | | 2001-12-19 | | Registerd | | 16,31,35 |
Promotional materials, namely posters and… The sale and... | | | | |
The use of this report is the sole responsiblity of the applicant. / La responsabilité quant à l’usage du présent rapport incombe entièrement au demandeur. Valid until / Valide jusqu’au: 2017-06-20
NUANS® is a product of Innovation, Science and Economic Development Canada
NUANSMD est un produit d’Innovation, Sciences et Développement économique Canada
6
Kinder Morgan Canada GP Inc. | | | |
120183846 | Distinctive/Distinctif: Kinder Morgan | Page 7 of/de 7 | 2017-03-22 |
Alternate spelling/Variante orthographique: | | |
| | | | |
Data provider information / Information concernant les fournisseurs des données
| | | | | | Latest update | | |
| | | | | | dates / Dernière | | |
| | | | Update intervals / Intervalle de | | mise a tour | | |
Data provider / Fournisseur des données | | Data Available / Données disponibles | | mise a jour | | YYYY,MM,DD | | Reference / Référence |
Alberta / Alberta | | Trade names/Noms commerciaux | | Weekly/Hebdomadaire | | 2017-03-20 | | http://www.servicealberta.ca |
Alberta / Alberta | | Corporate names/Dénominations de société | | Weekly/Hebdomadaire | | 2017-03-20 | | http://www.servicealberta.ca |
Federal / Fédéral | | Corporate names/Dénominations de société | | Weekly/Hebdomadaire | | 2017-03-15 | | http://www.corporationscanada.ic.gc.ca |
Office of the Superintendent of Financial Institutions / Bureau du surintendant des institutions financières | | Corporate names/Denominations de societe | | Other/Autre | | 2016-05-24 | | http://www.osfi-bsif.gc.ca |
Trademarks / Marques de commerce | | All registrations and applications, seeds, sections 9s/ Tout les enregistrements et demandes, semences et section 9 | | Weekly/Hebdomadaire | | 2017-03-14 | | http://www.cipo.ic.gc.ca |
Abbreviation terminology and description / Description et terminologie des abréviations
Abbreviation/Abréviation | | | | | | |
Names / Dénominations | | English Term | | Terme français | | Description |
JUR. | | Jurisdiction Code | | Code d’autorité législative | | Place where company or trade name is incorporated or registered / Lieu où I’entreprise ou la |
| | | | | | dénomination commerciale est constitutée ou enregistrée |
NO. | | Company Number | | Numéro de I’entreprise | | I.D. number attributed by the authority / Numéro d’identification assigné par l’autorité |
DATE | | Creation Date | | Date de création | | Creation date of the company / Date de création de l’entreprise |
CITY/VILLE | | City | | Ville | | Place where registered office is situated / Lieu où le siège social est situé |
EP | | Extra-Provincial Code | | Code extra-provincial | | Place where the company originates from / Lieu d’origine de l’entreprise |
TYPE | | Company Type | | Type d’entreprise | | Business structure of the company / Structure de l’entreprise |
STATUS/STATUT | | Legal Status | | Statut Légal | | Current state of the company / État actuel de l’entreprise |
STAT. DATE/DATE STAT. | | Status Date | | Date de statut | | Date when status took effect / Date d’entrée en vigueur du statut |
BUS./ACT. | | Business activity | | Secteur d’activité de I’entreprise | | Business activity of the company / Secteur d’activité de l’entreprise |
Trademark / Marque de commerce | | | | |
AP.NO./NO.AP. | | Application Number | | Numéro d’application | | I.D. number attributed by the authority / Numéro d’identification assigné par l’autorité |
REG.NO./NO.ENR. | | Registration Number | | Numéro d’enregistrement | | I.D. number attributed by the authority / Numéro d’identification assigné par l’autorité |
STATUS/STATUT | | Status | | Statut | | Current state of the trademark / État actuel de la marque de commerce |
OWNER / PROPRIÉTAIRE | | Owner name | | Propriétaire | | Name of trademark owner / Norn du propriétaire de la marque de commerce |
GOODS/PRODUITS | | Goods and Services | | Produits et services | | Goods and services associated with a trademark / Produits et services associés à une marque de |
| | | | | | Commerce |
CLASSES | | Nice Class Codes | | Codes des classes Nice | | Classification codes / Codes de classification |
REG.DATE/DATE.ENR | | Registration Date | | Date d’enregistrement | | Date on which a trademark is registered / Date à laquelle la marque de commerce est enregistrée |
Reference / Référence
Reference / Référence | | |
Nuans home page / Page d’accueil de Nuans : http://www.nuans.com | | Nuans report codes / codes des rapports Nuans : |
| | https://www.ic.gc.ca/eic/site/075.nsf/eng/00015.html |
NAICS codes / codes SCIAN : http://www.naics.com/search/ (in English only/en anglais seulement) | | Office of the Superintendent of Financial Institutions / Bureau du surintendant des institutions |
| | financiѐres : http://www.osfi-bsif.gc.ca |
Nice class codes / codes classification Nice : | | Registraire des entreprises du Québec: |
English: http://www.wipo.int/classifications/nice/en/index.html | | English: http://www.registreentreprises.gouv.qc.ca/en |
French: http://www.wipo.int/classifications/nice/fr/index.html | | French: http://www.registreentreprises.gouv.qc.ca/ |
The use of this report is the sole responsiblity of the applicant. / La responsabilité quant à l’usage du présent rapport incombe entièrement au demandeur. Valid until / Valide jusqu’au: 2017-06-20
NUANS® is a product of Innovation, Science and Economic Development Canada
NUANSMD est un produit d’lnnovation, Sciences et Développement économique Canada
7
ARTICLES OF AMENDMENT
Business Corporations Act
Section 29 or 177
1. | | NAME OF CORPORATION: | 2. | CORPORATE ACCESS NO. |
| | | | |
| | KINDER MORGAN CANADA GP ULC | | 2020465411 |
3. THE ARTICLES OF THE ABOVE-NAMED CORPORATION ARE AMENDED AS FOLLOWS:
A. Pursuant to Section 173(1)(a) of the Business Corporations Act (Alberta) the Articles be amended by changing the name of the Corporation from “KINDER MORGAN CANADA GP ULC” to “KINDER MORGAN CANADA GP INC.”;
B. By deleting and adding Other Rules or Provisions as follows:
i) pursuant to Section 173(1)(m.1) of the Business Corporations Act (Alberta) the Articles be amended by deleting paragraph 4 of the current other rules and provisions, which states:
“4. The liability of each of the shareholders of the unlimited liability Corporation for any liability, act or default of the unlimited liability Corporation is unlimited in extent and joint and several in nature.”; and
ii) pursuant to Section 173(1)(n) of the Business Corporations Act (Alberta) the Articles be amended by adding the following paragraph to the current other rules and provisions, which states:
“4. The Corporation has a lien on the shares of a shareholder or his legal representative for a debt of that shareholder to the Corporation, provided that such lien shall be released in respect of shares transferred by such shareholder (or his legal representative) as permitted pursuant to the terms of these Articles or any unanimous shareholders agreement in respect of the Corporation.”;
so that the current Schedule “C” is hereby replaced with the Schedule “C” attached to these Articles of Amendment.
| ELECTRONICALLY FILED WITH |
| ALBERTA REGISTRIES ON |
| |
| MAY 29 2017 |
| |
| by BLAKE, CASSELS & GRAYDON LLP |
| Corporate Services |
DATE | | SIGNATURE | | NAME AND TITLE |
| | | | |
MAY 29, 2017 | | | | Print Name: Scott Stoness |
| | /s/ Scott Stoness | | Print Title: Vice President, |
| | | | Finance and Corporate Secretary |
This information is being collected for the purposes of Alberta Registries records in accordance with the Business Corporations Act.
SCHEDULE “C”
(other rules or provisions)
1. The number of shareholders of the Corporation, exclusive of persons who are in its employment and are shareholders of the Corporation and exclusive of persons who, having been formerly in the employment of the Corporation, were, while in that employment, shareholders of the Corporation, and have continued to be shareholders of the Corporation after termination of that employment, is limited to not more than fifty persons, two or more persons who are the joint registered owners of one or more shares being counted as one shareholder.
2. Any invitation to the public to subscribe for securities of the Corporation is prohibited.
3. The directors may, between annual general meetings, appoint one or more additional directors of the Corporation to serve until the next annual meeting, but the number of additional directors shall not at any time exceed one-third of the number of directors who held office at the expiration of the last annual meeting of the Corporation.
4. The Corporation has a lien on the shares of a shareholder or his legal representative for a debt of that shareholder to the Corporation, provided that such lien shall be released in respect of shares transferred by such shareholder (or his legal representative) as permitted pursuant to the terms of these Articles or any unanimous shareholders agreement in respect of the Corporation.
CORPORATE ACCESS NUMBER: 2020465411
![](https://capedge.com/proxy/10-12G/0001104659-17-065800/g209311ku13i001.jpg)
BUSINESS CORPORATIONS ACT
CERTIFICATE
OF
AMENDMENT AND REGISTRATION
OF RESTATED ARTICLES
KINDER MORGAN CANADA GP INC.
AMENDED ITS ARTICLES ON 2017/08/14.
![](https://capedge.com/proxy/10-12G/0001104659-17-065800/g209311ku13i002.gif)
Name/Structure Change Alberta Corporation - Registration Statement
Alberta Amendment Date: 2017/08/14
Service Request Number: | 27503206 |
Corporate Access Number: | 2020465411 |
Legal Entity Name: | KINDER MORGAN CANADA GP INC. |
French Equivalent Name: | |
Legal Entity Status: | Active |
| |
Alberta Corporation Type: | Named Alberta Corporation |
New Legal Entity Name: | KINDER MORGAN CANADA GP INC. |
New French Equivalent | |
Name: | |
Nuans Number: | 120183846 |
Nuans Date: | 2017/03/22 |
French Nuans Number: | |
French Nuans Date: | |
| |
Share Structure: | THE ANNEXED SCHEDULE “A” IS INCORPORATED INTO AND FORMS PART OF THIS FORM. |
Share Transfers Restrictions: | THE ANNEXED SCHEDULE “B” IS INCORPORATED INTO AND FORMS PART OF THIS FORM. |
Number of Directors: | |
Min Number Of Directors: | 1 |
Max Number Of Directors: | 15 |
Business Restricted To: | NONE. |
Business Restricted From: | NONE. |
Other Provisions: | THE ANNEXED SCHEDULE “C” IS INCORPORATED |
| INTO AND FORMS PART OF THIS FORM. |
BCA Section/Subsection: | S. 173(1)(D) & S. 29 |
| |
Professional Endorsement | |
Provided: | |
Future Dating Required: | |
1
Annual Return
No Records returned
Attachment
Attachment Type | | Microfilm Bar Code | | Date Recorded | |
Other Rules or Provisions | | ELECTRONIC | | 2017/05/29 | |
Share Structure | | ELECTRONIC | | 2017/05/29 | |
Statutory Declaration | | 10000907103489903 | | 2017/05/29 | |
Restrictions on Share Transfers | | ELECTRONIC | | 2017/05/29 | |
Other Rules or Provisions | | ELECTRONIC | | 2017/05/29 | |
Shares in Series | | ELECTRONIC | | 2017/08/14 | |
Share Structure | | ELECTRONIC | | 2017/08/14 | |
Registration Authorized By: | MELANIE BLAIR OFFICER |
|
2
SCHEDULE “A”
(share structure)
1. Common Shares
The Corporation is authorized to issue an unlimited number of Common Shares. The rights, privileges, restrictions and conditions attached to the Common Shares are as follows:
(a) The holders of the Common Shares shall be entitled to receive notice of, attend at and vote at any meeting of the shareholders of the Corporation on the basis of one vote for each Common Share held at the time of any such meeting;
(b) The holders of the Common Shares shall be entitled to receive dividends declared as and if declared by the Board of Directors; and
(c) The holders of the Common Shares shall be entitled to share in the remaining property of the Corporation upon liquidation, dissolution, bankruptcy, winding-up or other distribution of the assets of the Corporation among its shareholders for the purpose of winding-up its affairs.
2. Preferred Shares
The Corporation is authorized to issue an unlimited number of Preferred Shares. The rights, privileges, restrictions and conditions attached to the Preferred Shares are set forth below.
(a) One or More Series
Preferred Shares may at any time and from time to time be issued in one or more series.
(b) Terms of Each Series
Subject to the Business Corporations Act (Alberta), the Corporation’s board of directors may fix, before the issue thereof, the number of Preferred Shares of each series and designate the rights, privileges, restrictions and conditions attaching to the Preferred Shares of each series.
(c) Ranking of Preferred Shares
The Preferred Shares of each series shall, with respect to the payment of dividends and the distribution of assets in the event of the liquidation,
1
dissolution or winding up of the Corporation, whether voluntary or involuntary, rank on a parity with the Preferred Shares of every other series and be entitled to preference over the common shares of the Corporation and any other shares ranking junior to the Preferred Shares with respect to priority in payment of dividends and the distribution of assets in the event of the liquidation, dissolution or winding-up of the Corporation. If any amount of cumulative dividends (whether or not declared) or declared non-cumulative dividends or any amount payable on any such distribution of assets constituting a return of capital in respect of the Preferred Shares of any series are not paid in full, the Preferred Shares of such series shall participate rateably with the Preferred Shares of every other series in respect of all such dividends and amounts in accordance with the amounts that would be payable with respect to such Preferred Shares if all such dividends were declared and paid in full and all amounts payable on such a return of capital were paid in full.
2
SHARES IN SERIES SCHEDULE
The first series of Preferred Shares of the Corporation shall consist of 12,000,000 shares designated as Preferred Shares, Series 1 (the “Series 1 Shares”). In addition to the rights, privileges, restrictions and conditions attaching to the Preferred Shares as a class, the rights, privileges, restrictions and conditions attaching to the Series 1 Shares shall be as follows:
1. Interpretation
In these Series 1 Share provisions, the following terms have the meanings indicated:
(a) “Dividend Amount” means the amount per Series 1 Share equal to the quotient of the aggregate dividend amount payable by KML in respect of all Series 1 KML Preferred Shares and Series 2 KML Preferred Shares outstanding on the relevant Dividend Payment Date divided by the number of Series 1 Shares outstanding;
(b) “Dividend Payment Date” means the 15th day of February, May, August and November in any year or any other date on which a payment is made by KML to the holders of all Series 1 KML Preferred Shares and Series 2 KML Preferred Shares then outstanding in respect of dividends declared on such shares in accordance with the terms thereof;
(c) “KML” means Kinder Morgan Canada Limited, a corporation existing under the laws of the Province of Alberta;
(d) “KML Preferred Shares” means any series of preferred shares in the capital of KML as set forth in the articles of incorporation, amendment, arrangement or amalgamation of KML, from time to time;
(e) “Liquidation” means the liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, or any other distribution of assets of the Corporation among its shareholders for the purpose of winding up its affairs;
(f) “Preferred Shares” means the Preferred Shares of the Corporation;
(g) “Series 1 KML Preferred Shares” means the first series of KML Preferred Shares designated as Cumulative Redeemable Minimum Rate Reset Preferred Shares, Series I; and
1
(h) “Series 2 KML Preferred Shares” means the first series of KML Preferred Shares designated as Cumulative Redeemable Floating Rate Preferred Shares, Series 2.
2. Dividends
(a) The holders of the Series 1 Shares shall be entitled to receive cash dividends in the amount per share equal to the Dividend Amount on each applicable Distribution Payment Date.
(b) If the dividends payable pursuant to paragraph (2)(a) are not paid in full on all of the Series 1 Shares then outstanding, such Dividend Amount or the unpaid part of it shall be paid on a subsequent date or dates to be determined by the board of directors of the Corporation on which the Corporation shall have sufficient moneys properly applicable, under the provisions of any applicable law and under the provisions of any trust indenture securing bonds, debentures or other securities of the Corporation, to the payment of the dividend.
(c) The holders of the Series 1 Shares shall not be entitled to any dividends other than as specified in this paragraph (2).
3. Purchase for Cancellation
Subject to such provisions of the Business Corporations Act (Alberta) as may be applicable, the Corporation shall purchase for cancellation the number of Series 1 Shares equal to the number of Series 1 KML Preferred Shares or Series 2 KML Preferred Shares purchased for cancellation by KML in accordance with the terms thereof and at the same purchase price.
4. Liquidation, Dissolution or Winding-up
In the event of a Liquidation, the holders of the Series 1 Shares shall be entitled to receive $25.00 per Series 1 Share plus all accrued and unpaid dividends thereon, which for such purpose shall be calculated on a pro rata basis for the period from and including the last Dividend Payment Date on which dividends on the Series 1 Shares have been paid to but excluding the date of such Liquidation, before any amount shall be paid or any property or assets of the Corporation shall be distributed to the holders of the common shares of the Corporation or to the holders of any other shares of the Corporation ranking junior to the Series 1 Shares in any respect. After payment to the holders of the Series 1 Shares of the amount so payable to them, they shall not, as such, be entitled to share in any further distribution of the property or assets of the Corporation.
5. Voting Rights
The holders of Series 1 Shares shall not be entitled, except as
2
otherwise provided by law, to receive notice of, attend at, or vote at any meeting of shareholders of the Corporation.
6. Restrictions on Payment of Dividends and Reduction of Junior Capital
So long as any of the Series 1 Shares are outstanding, the Corporation shall not:
(a) call for redemption, purchase, reduce or otherwise pay off less than all the Series 1 Shares and all other Preferred Shares then outstanding ranking prior to or on parity with the Series 1 Shares with respect to payment of dividends;
(b) declare, pay or set apart for payment, any dividends (other than stock dividends in shares of the Corporation ranking junior to the Series 1 Shares) on the common shares of the Corporation or any other shares of the Corporation ranking junior to the Series 1 Shares with respect to payment of dividends; or
(c) call for redemption, purchase, reduce or otherwise pay for any shares of the Corporation ranking junior to the Series 1 Shares with respect to repayment of capital or with respect to payment of dividends;
unless all dividends up to and including the dividends payable on the last preceding dividend payment dates on the Series 1 Shares and on all other Preferred Shares ranking prior to or on a parity with the Series 1 Shares with respect to payment of dividends then outstanding shall have been declared and paid or set apart for payment at the date of any such action referred to in subparagraphs 6 (a), (b) and (c).
7. Withholding Tax
Notwithstanding any other provision contained in this Exhibit “1”, the Corporation may deduct or withhold from any payment, distribution, issuance or delivery (whether in cash or in shares) to be made pursuant to any of the provisions in this Exhibit “1” any amounts required or permitted by law to be deducted or withheld from any such payment, distribution, issuance or delivery and shall remit any such amounts to the relevant tax authority as required. If the cash component of any payment, distribution, issuance or delivery to be made pursuant to this Exhibit “1” is less than the amount that the Corporation is so required or permitted to deduct or withhold, the Corporation shall be permitted to deduct and withhold from any non-cash payment, distribution, issuance or delivery to be made pursuant to this Exhibit “1” any amounts required or permitted by law to be deducted or withheld from any such payment, distribution, issuance or delivery and to dispose of such property in order to remit any amount required to be remitted to any relevant tax authority. Notwithstanding the foregoing, the amount of any payment, distribution, issuance or delivery made to
3
a holder of Series 1 Shares pursuant to provisions of this Exhibit “1” shall be considered to be the amount of the payment, distribution, issuance or delivery received by such holder plus any amount deducted or withheld pursuant to this paragraph (7). Holders of Series 1 Shares shall be responsible for all withholding taxes under Part XIII of the Income Tax Act in respect of any payment, distribution, issuance or delivery made or credited to them pursuant to provisions of this Exhibit “1” and shall indemnify and hold harmless the Corporation on an after-tax basis for any such taxes imposed on any payment, distribution, issuance or delivery made or credited to them.
8. Amendments
The provisions attaching to the Series 1 Shares may be deleted, varied, modified, amended or amplified by articles of amendment with such approval as may then be required by the Business Corporations Act (Alberta).
4
SCHEDULE “B”
(restrictions on share transfers)
No securities of the Corporation, other than non-convertible debt securities, shall be transferred without the consent of either (a) a majority of the directors of the Corporation expressed by a resolution passed at a meeting of the board of directors or by an instrument or instruments in writing signed by a majority of the directors, or (b) the holders of a majority of the outstanding shares of the Corporation entitling the holders thereof to vote in all circumstances (other than a separate class vote of the holders of another class of shares of the Corporation) expressed by a resolution passed at a meeting of such shareholders or by an instrument or instruments in writing signed by the holders of a majority of such shares.
1
SCHEDULE “C”
(other rules or provisions)
1. The number of shareholders of the Corporation, exclusive of persons who are in its employment and are shareholders of the Corporation and exclusive of persons who, having been formerly in the employment of the Corporation, were, while in that employment, shareholders of the Corporation, and have continued to be shareholders of the Corporation after termination of that employment, is limited to not more than fifty persons, two or more persons who are the joint registered owners of one or more shares being counted as one shareholder.
2. Any invitation to the public to subscribe for securities of the Corporation is prohibited.
3. The directors may, between annual general meetings, appoint one or more additional directors of the Corporation to serve until the next annual meeting, but the number of additional directors shall not at any time exceed one-third of the number of directors who held office at the expiration of the last annual meeting of the Corporation.
4. The Corporation has a lien on the shares of a shareholder or his legal representative for a debt of that shareholder to the Corporation, provided that such lien shall be released in respect of shares transferred by such shareholder (or his legal representative) as permitted pursuant to the terms of these Articles or any unanimous shareholders agreement in respect of the Corporation.
1
Articles of Amendment
Business Corporations Act
Section 6
This information is collected in accordance with the Business Corporations Act. It is required to update an Alberta corporation’s articles for the purpose of issuing a certificate of amendment. Collection is authorized under s. 33(a) of the Freedom of Information and Protection of Privacy Act. Questions about the collection can be directed to Service Alberta Contact Centre staff at cr@gov.ab.ca or (780) 427-7013 (toll-free 310-0000) within Alberta.
1. | Name of Corporation | 2. | Corporate Access Number |
| | | |
| KINDER MORGAN CANADA GP INC. | | 2020465411 |
3. Item see below of the Articles of the above named corporation are amended in accordance with Section see below of the Business Corporations Act as follows:
(a) Pursuant to Section 173(1)(d) of the Business Corporations Act (Alberta), by creating a class of shares designated as the “Preferred Shares”, unlimited in number and having attached thereto the rights, privileges, restrictions and conditions as set forth in Schedule “A” attached to the Articles of Amendment.
(b) Pursuant to Section 29 of the Business Corporations Act (Alberta), the Articles of the Corporation be amended to issue the first series of Preferred Shares in the capital of the Corporation, which shall consist of 12,000,000 shares and shall be designated as “Preferred Shares, Series 1” as set out in the attached Shares in Series Schedule. The rights, restrictions, privileges and conditions attached to the Series 1 Preferred Shares are set out in the attached Shares in Series Schedule.
| ELECTRONICALLY FILED WITH |
| ALBERTA REGISTRIES ON |
| |
| AUG 14 2017 |
| |
| by BLAKE, CASSELS & GRAYDON LLP |
| Corporate Services |
4. Authorized Representative/Authorized Signing Authority for the corporation:
Blair, Melanie | | Assistant Secretary |
Last Name, First Name, Middle Name | | Relationship to Corporation |
| | |
(403)514-6780 | | Not Applicable. |
Telephone Number | | E-mail (optional) |
| | |
August 14, 2017 | | /s/ Blair, Melanie |
Date | | Signature |
SCHEDULE “A”
(share structure)
1. Common Shares
The Corporation is authorized to issue an unlimited number of Common Shares. The rights, privileges, restrictions and conditions attached to the Common Shares are as follows:
(a) The holders of the Common Shares shall be entitled to receive notice of, attend at and vote at any meeting of the shareholders of the Corporation on the basis of one vote for each Common Share held at the time of any such meeting;
(b) The holders of the Common Shares shall be entitled to receive dividends declared as and if declared by the Board of Directors; and
(c) The holders of the Common Shares shall be entitled to share in the remaining property of the Corporation upon liquidation, dissolution, bankruptcy, winding-up or other distribution of the assets of the Corporation among its shareholders for the purpose of winding-up its affairs.
2. Preferred Shares
The Corporation is authorized to issue an unlimited number of Preferred Shares. The rights, privileges, restrictions and conditions attached to the Preferred Shares are set forth below.
(a) One or More Series
Preferred Shares may at any time and from time to time be issued in one or more series.
(b) Terms of Each Series
Subject to the Business Corporations Act (Alberta), the Corporation’s board of directors may fix, before the issue thereof, the number of Preferred Shares of each series and designate the rights, privileges, restrictions and conditions attaching to the Preferred Shares of each series.
(c) Ranking of Preferred Shares
The Preferred Shares of each series shall, with respect to the payment of dividends and the distribution of assets in the event of the liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, rank on a parity with the Preferred Shares of every other series and be entitled to preference over the common shares of the Corporation and any other shares ranking junior to the Preferred Shares with respect to priority in payment of dividends and the distribution of assets in the event of the liquidation, dissolution or winding-up of the Corporation. If any amount of cumulative dividends
(whether or not declared) or declared non-cumulative dividends or any amount payable on any such distribution of assets constituting a return of capital in respect of the Preferred Shares of any series are not paid in full, the Preferred Shares of such series shall participate rateably with the Preferred Shares of every other series in respect of all such dividends and amounts in accordance with the amounts that would be payable with respect to such Preferred Shares if all such dividends were declared and paid in full and all amounts payable on such a return of capital were paid in full.
SHARES IN SERIES SCHEDULE
The first series of Preferred Shares of the Corporation shall consist of 12,000,000 shares designated as Preferred Shares, Series 1 (the “Series 1 Shares”). In addition to the rights, privileges, restrictions and conditions attaching to the Preferred Shares as a class, the rights, privileges, restrictions and conditions attaching to the Series 1 Shares shall be as follows:
1. Interpretation
In these Series 1 Share provisions, the following terms have the meanings indicated:
(a) “Dividend Amount” means the amount per Series 1 Share equal to the quotient of the aggregate dividend amount payable by KML in respect of all Series 1 KML Preferred Shares and Series 2 KML Preferred Shares outstanding on the relevant Dividend Payment Date divided by the number of Series 1 Shares outstanding;
(b) “Dividend Payment Date” means the 15th day of February, May, August and November in any year or any other date on which a payment is made by KML to the holders of all Series 1 KML Preferred Shares and Series 2 KML Preferred Shares then outstanding in respect of dividends declared on such shares in accordance with the terms thereof;
(c) “KML” means Kinder Morgan Canada Limited, a corporation existing under the laws of the Province of Alberta;
(d) “KML Preferred Shares” means any series of preferred shares in the capital of KML as set forth in the articles of incorporation, amendment, arrangement or amalgamation of KML, from time to time;
(e) “Liquidation” means the liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, or any other distribution of assets of the Corporation among its shareholders for the purpose of winding up its affairs;
(f) “Preferred Shares” means the Preferred Shares of the Corporation;
(g) “Series 1 KML Preferred Shares” means the first series of KML Preferred Shares designated as Cumulative Redeemable Minimum Rate Reset Preferred Shares, Series 1; and
(h) “Series 2 KML Preferred Shares” means the first series of KML Preferred Shares designated as Cumulative Redeemable Floating Rate Preferred Shares, Series 2.
2. Dividends
(a) The holders of the Series 1 Shares shall be entitled to receive cash dividends in the amount per share equal to the Dividend Amount on each applicable Distribution Payment Date.
(b) If the dividends payable pursuant to paragraph (2)(a) are not paid in full on all of the Series 1 Shares then outstanding, such Dividend Amount or the unpaid part of it shall be paid on a subsequent date or dates to be determined by the board of directors of the Corporation on which the Corporation shall have sufficient moneys properly applicable, under the provisions of any applicable law and under the provisions of any trust indenture securing bonds, debentures or other securities of the Corporation, to the payment of the dividend.
(c) The holders of the Series 1 Shares shall not be entitled to any dividends other than as specified in this paragraph (Error! Reference source not found.).
3. Purchase for Cancellation
Subject to such provisions of the Business Corporations Act (Alberta) as may be applicable, the Corporation shall purchase for cancellation the number of Series 1 Shares equal to the number of Series 1 KML Preferred Shares or Series 2 KML Preferred Shares purchased for cancellation by KML in accordance with the terms thereof and at the same purchase price.
4. Liquidation, Dissolution or Winding-up
In the event of a Liquidation, the holders of the Series 1 Shares shall be entitled to receive $25.00 per Series 1 Share plus all accrued and unpaid dividends thereon, which for such purpose shall be calculated on a pro rata basis for the period from and including the last Dividend Payment Date on which dividends on the Series 1 Shares have been paid to but excluding the date of such Liquidation, before any amount shall be paid or any property or assets of the Corporation shall be distributed to the holders of the common shares of the Corporation or to the holders of any other shares of the Corporation ranking junior to the Series 1 Shares in any respect. After payment to the holders of the Series 1 Shares of the amount so payable to them, they shall not, as such, be entitled to share in any further distribution of the property or assets of the Corporation.
5. Voting Rights
The holders of Series 1 Shares shall not be entitled, except as otherwise provided by law, to receive notice of, attend at, or vote at any meeting of shareholders of the Corporation.
6. Restrictions on Payment of Dividends and Reduction of Junior Capital
So long as any of the Series 1 Shares are outstanding, the Corporation shall not:
(a) call for redemption, purchase, reduce or otherwise pay off less than all the Series 1 Shares and all other Preferred Shares then outstanding ranking prior to or on parity with the Series 1 Shares with respect to payment of dividends;
(b) declare, pay or set apart for payment, any dividends (other than stock dividends in shares of the Corporation ranking junior to the Series 1 Shares) on the common shares of the Corporation or any other shares of the Corporation ranking junior to the Series 1 Shares with respect to payment of dividends; or
(c) call for redemption, purchase, reduce or otherwise pay for any shares of the Corporation ranking junior to the Series 1 Shares with respect to repayment of capital or with respect to payment of dividends;
unless all dividends up to and including the dividends payable on the last preceding dividend payment dates on the Series 1 Shares and on all other Preferred Shares ranking prior to or on a parity with the Series 1 Shares with respect to payment of dividends then outstanding shall have been declared and paid or set apart for payment at the date of any such action referred to in subparagraphs 6 0, 0 and 0.
7. Withholding Tax
Notwithstanding any other provision contained in this Exhibit “1”, the Corporation may deduct or withhold from any payment, distribution, issuance or delivery (whether in cash or in shares) to be made pursuant to any of the provisions in this Exhibit “1” any amounts required or permitted by law to be deducted or withheld from any such payment, distribution, issuance or delivery and shall remit any such amounts to the relevant tax authority as required. If the cash component of any payment, distribution, issuance or delivery to be made pursuant to this Exhibit “1” is less than the amount that the Corporation is so required or permitted to deduct or withhold, the Corporation shall be permitted to deduct and withhold from any non-cash payment, distribution, issuance or delivery to be made pursuant to this Exhibit “1” any amounts required or permitted by law to be deducted or withheld from any such payment, distribution, issuance or delivery and to dispose of such property in order to remit any amount required to be remitted to any relevant tax authority. Notwithstanding the foregoing, the amount of any payment, distribution, issuance or delivery made to a holder of Series 1 Shares pursuant to provisions of this Exhibit “1” shall be considered to be the amount of the payment, distribution, issuance or delivery received by such holder plus any amount deducted or withheld pursuant to this paragraph (7). Holders of Series 1 Shares shall be responsible for all withholding taxes under Part XIII of the Income Tax Act in respect of any payment, distribution, issuance or delivery made or credited to them pursuant to provisions of this Exhibit “1” and shall indemnify and hold harmless the Corporation on an after-tax basis for any such taxes imposed on any payment, distribution, issuance or delivery made or credited to them.
8. Amendments
The provisions attaching to the Series 1 Shares may be deleted, varied, modified, amended or amplified by articles of amendment with such approval as may then be required by the Business Corporations Act (Alberta).