INFOCAST CANADA CORPORATION
PROVISIONS ATTACHING TO COMMON SHARES
The Common Shares in the capital of the Corporation shall have the following
rights, privileges, restrictions and conditions:
1. Voting Rights. Each holder of Common Shares shall be entitled to
receive notice of and to attend all meetings of shareholders of the Corporation
and to vote thereat, except meetings at which only holders of a specified class
of shares (other than Common Shares) or specified series of shares are entitled
to vote. At all meetings of which notice must be given to the holders of the
Common Shares, each holder of Common Shares shall be entitled to one vote in
respect of each Common Share held by such holder.
2. Dividends. The holders of the Common Shares shall be entitled,
subject to the rights, privileges, restrictions and conditions attaching to any
other class of shares of the Corporation, to receive any dividend declared by
the Corporation.
3. Liquidation. Dissolution or Winding-up. The holders of the Common
Shares shall be entitled, subject to the rights, privileges, restrictions and
conditions attaching to any other class of shares of the Corporation, to receive
the remaining property of the Corporation on a liquidation, dissolution or
winding-up of the Corporation, whether voluntary or involuntary.
PROVISIONS ATTACHING TO EXCHANGEABLE SHARES
The Exchangeable Shares in the capital of the Corporation shall have the
following rights, privileges, restrictions and conditions:
ARTICLE 1
INTERPRETATION
1.1 For the purposes of these share provisions:
"Affiliate" and "control" have the respective meanings ascribed thereto in the
OBCA.
"Board of Directors" means the Board of Directors of the Corporation.
"Business Day" means any day other than a Saturday, a Sunday or a day when
Canadian chartered banks are not open for business in Toronto, Ontario.
"Canadian Dollar Equivalent" means in respect of a dollar amount expressed in a
foreign currency (the "Foreign Currency Amount") at any date the product
obtained by multiplying (a) the Foreign Currency Amount by (b) the noon spot
exchange rate on such date for such foreign currency expressed in Canadian
dollars as reported by the Bank of Canada or, in the event such spot exchange
rate is not available, such exchange rate on such date for such foreign currency
expressed in Canadian dollars as may be deemed by the Board of Directors to be
appropriate for such purpose.
"Common Shares" means the Common Shares of the Corporation.
"Corporation" means this Corporation.
"Exchange Agreement" means an exchange agreement among InfoCast Canada, InfoCast
Corporation and a holder of Exchangeable Shares.
"Exchangeable Shares" mean the Exchangeable Shares of the Corporation having the
rights, privileges, restrictions and conditions set forth herein.
"InfoCast" means InfoCast Corporation, a corporation organized and existing
under the laws of the State of Nevada and any successor corporation thereof.
"InfoCast Call Notice" has the meaning ascribed thereto in Section 5.3 of these
share provisions.
"InfoCast Common Shares" means the shares of common stock of InfoCast and any
other securities into which such shares may be changed.
"InfoCast Dividend Declaration Date" means the date on which the board of
directors of InfoCast declares any cash dividend on the InfoCast Common Shares.
"Liquidation Amount" has the meaning ascribed thereto in Section 4.1 of these
share provisions.
"Liquidation Call Right" has the meaning ascribed thereto in the Exchange
Agreement.
"Liquidation Date" has the meaning ascribed thereto in Section 4.1 of these
share provisions.
"OBCA" means the Business Corporations Act (Ontario) as the same may be amended
from time to time.
"Purchase Price" has the meaning ascribed thereto in Section 5.3 of these share
provisions.
"Redemption Call Right" has the meaning ascribed thereto in the Exchange
Agreement.
"Redemption Date" has the meaning ascribed thereto in Section 6.2 of these share
provisions.
"Redemption Price" has the meaning ascribed thereto in Section 6.1 of these
share provisions.
"Retracted Shares" has the meaning ascribed thereto in Section 5.1 of these
share provisions.
"Retraction Call Right" has the meaning ascribed thereto in Section 5.1 of these
share provisions.
"Retraction Date" has the meaning ascribed thereto in Section 5.1 of these share
provisions.
"Retraction Price" has the meaning ascribed thereto in Section 5.1 of these
share provisions.
"Retraction Request" has the meaning ascribed thereto in Section 5. l of these
share provisions.
"Triggering Event" has the meaning ascribed thereto in the Exchange Agreement.
ARTICLE 2
RANKING OF EXCHANGEABLE SHARES
2.1 The Exchangeable Shares 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, or any other distribution of the assets
of the Corporation among its shareholders for the
purpose of winding up its affairs, rank pari passu
with Common Shares and any other shares of the
Corporation.
ARTICLE 3
DIVIDENDS
3.1 A holder of an Exchangeable Share shall be entitled
to receive such dividends and distributions, as if
they held one InfoCast Common Share for each
Exchangeable Share.
3.2 Cheques of the Corporation payable at par at any
branch of the bankers of the Corporation shall be
issued in respect of any cash dividends contemplated
by Section 3.1 hereof and the sending of such a
cheque to each holder of an Exchangeable Share shall
satisfy the cash dividend represented
thereby unless the cheque is not paid on
presentation. Certificates registered in the name of
the registered holder of Exchangeable Shares shall be
issued in respect of any stock distributions
contemplated by Section 3.1 hereof and the sending of
such a certificate to each holder of an Exchangeable
Share shall satisfy the stock distribution
represented thereby. No holder of an Exchangeable
Share shall be entitled to recover by action or other
legal process against the Corporation any dividend
that is represented by a cheque that has not been
duly presented to the Corporation's bankers for
payment or that otherwise remains unclaimed for a
period of six years from the date on which such
dividend was payable.
ARTICLE 4
DISTRIBUTION ON LIQUIDATION
4.1 In the event of the liquidation, dissolution or
winding-up of the Corporation or any other
distribution of the assets of the Corporation among
its shareholders for the purpose of winding up its
affairs, a holder of Exchangeable Shares shall be
entitled, subject to applicable law, to receive from
the assets of the Corporation in respect of each
Exchangeable Share held by such holder on the
effective date (the "Liquidation Date") of such
liquidation, dissolution or winding-up, an amount per
share equal to the fair market value of a InfoCast
Common Share on the last Business Day prior to the
Liquidation Date which shall be satisfied in full by
the Corporation causing to be delivered to such
holder one InfoCast Common Share (the "Liquidation
Amount").
4.2 On or promptly after the Liquidation Date (and
subject to the exercise by InfoCast of the
Liquidation Call Right), the Corporation shall cause
to be delivered to the holders of the Exchangeable
Shares the Liquidation Amount (less any tax required
to be deducted and withheld therefrom by the
Corporation) for each such Exchangeable Share upon
presentation and surrender of the certificates
representing such Exchangeable Shares together with
such other documents and instruments as may be
required to effect a transfer of Exchangeable Shares
under the OBCA and the by-laws of the Corporation and
such additional documents and instruments as the
Corporation may reasonably require, at the registered
office of the Corporation. Payment of the total
Liquidation Amount for such Exchangeable Shares shall
be made by delivery to each holder, at the address of
the holder recorded in the securities register of the
Corporation for the Exchangeable Shares or by holding
for pick up by the holder at the registered
office of the Corporation, on behalf of the
Corporation of certificates representing InfoCast
Common Shares (less any tax required to be deducted
and withheld therefrom by the Corporation). On and
after the Liquidation Date, the holders of the
Exchangeable Shares shall cease to be holders of such
Exchangeable Shares and shall not be entitled to
exercise any of the rights of holders in respect
thereof, other than the right to receive their
proportionate part of the total Liquidation Amount
unless payment of the total Liquidation Amount for
such Exchangeable Shares shall not be made upon
presentation and surrender of share certificates in
accordance with the foregoing provisions, in which
case the rights of the holder shall remain unaffected
until the total Liquidation Amount has been paid in
the manner hereinbefore provided. The Corporation
shall have the right at any time on or after the
Liquidation Date to deposit or cause to be deposited
in trust for the holders of the Exchangeable Shares
the total Liquidation Amount in respect of the
Exchangeable Shares represented by certificates that
have not at the Liquidation Date been surrendered by
the holders thereof in a custodial account with any
chartered bank or trust company in Canada. Upon such
deposit being made, the rights of the holders of
Exchangeable Shares after such deposit shall be
limited to receiving their proportionate part of the
total Liquidation Amount so deposited (less any tax
required to be deducted and withheld therefrom)
without interest for such Exchangeable Shares against
presentation and surrender of the said certificates
held by them, respectively, in accordance with the
foregoing provisions. The Corporation is hereby
authorized to sell or otherwise dispose of such
portion of the property then payable to the holder as
is necessary to provide sufficient funds to the
Corporation in order to enable it to comply with such
deduction or withholding requirement and the
Corporation shall give an accounting to the holder
with respect thereto and any balance of such proceeds
of sale.
4.3 After the Corporation has satisfied its obligations
to pay the holders of the Exchangeable Shares the
Liquidation Amount per Exchangeable Share pursuant to
Section 4.1 of these share provisions, such holders
shall not be entitled to share in any further
distribution of the assets of the Corporation.
ARTICLE 5
RETRACTION OF EXCHANGEABLE SHARES BY HOLDER
5.1 A holder of Exchangeable Shares shall be entitled at
any time, subject to applicable law and otherwise
upon compliance with the provisions of this Article
5, to require the Corporation to redeem any or all of
the Exchangeable
Shares registered in the name of such holder for an
amount per share equal to the fair market value of an
InfoCast Common Share on the last Business Day prior
to the Retraction Date, which shall be satisfied in
full by the Corporation causing to be delivered to
such holder one InfoCast Common Share for each
Exchangeable Share presented and surrendered by the
holder (collectively the "Retraction Price"). To
effect such redemption, the holder shall present and
surrender at the registered office of the Corporation
the certificate or certificates representing the
Exchangeable Shares which the holder desires to have
the Corporation redeem, together with such other
documents and instructions as may be required to
effect a transfer of Exchangeable Shares under the
OBCA and the by-laws of the Corporation and such
additional documents and instruments as the
Corporation may reasonably require together with a
duly executed statement (the "Retraction Request"):
(a) specifying that the holder desires to have
all or any number specified therein of the
Exchangeable Shares represented by such
certificate or certificates (the "Retracted
Shares") redeemed by the Corporation and
representing and warranting that the holder
has good title to and owns such shares free
and clear of all liens, claims and
encumbrances;
(b) stating the Business Day on which the holder
desires to have the Corporation redeem the
Retracted Shares (the "Retraction Date"),
provided that the Retraction Date shall be
not less than 5 Business Days nor more than
30 Business Days after the date on which the
Retraction Request is received by the
Corporation and further provided that, in
the event that no such Business Day is
specified by the holder in the Retraction
Request, the Retraction Date shall be deemed
to be the twentieth Business Day after the
date on which the Retraction Request is
received by the Corporation; and
(c) acknowledging the overriding right (the
"Retraction Call Right") of InfoCast to
purchase all but not less than all the
Retracted Shares directly from the holder.
A holder of Retracted Shares may, by notice in
writing (the "Withdrawal Notice") given by the holder
to the Corporation and InfoCast before the close of
business on the Business Day immediately preceding
the Retraction Date, withdraw its Retraction Request
in whole, or as to the number of shares stipulated in
the Withdrawal Notice in which event such Retraction
Request shall be deemed to have been withdrawn or to
have been withdrawn as to the
shares stipulated in the Withdrawal Notice, as the
case may be, provided that in respect of such
Withdrawal Notice the holder reimburses the
Corporation and InfoCast for any expenses incurred in
respect of the withdrawal of such Retraction Request
pro rata based on the number of Retracted Shares
stipulated in the Withdrawal Notice.
5.2 Subject to the exercise by InfoCast of the Retraction
Call Right upon receipt by the Corporation in the
manner specified in Section 5.1 hereof of a
certificate or certificates representing the number
of Exchangeable Shares which the holder desires to
have the Corporation redeem; together with a
Retraction Request, the Corporation shall redeem the
Retracted Shares effective at the close of business
on the Retraction Date and shall cause to be
delivered to such holder the total Retraction Price
with respect to such shares on the Retraction Date.
If only a part of the Exchangeable Shares represented
by any certificate are redeemed (or purchased by
InfoCast pursuant to the Retraction Call Right), a
new certificate for the balance of such Exchangeable
Shares shall be issued to the holder by the
Corporation.
5.3 Upon receipt by the Corporation of a Retraction
Request, the Corporation shall immediately notify
InfoCast thereof. In order to exercise the Retraction
Call Right, InfoCast must notify the Corporation in
writing of InfoCast's determination to do so (the
"InfoCast Call Notice") in accordance with the
provisions of the Exchange Agreement. If InfoCast
does not so notify the Corporation, the Corporation
will notify the holder as soon as possible thereafter
that InfoCast will not exercise the Retraction Call
Right. If InfoCast delivers the InfoCast Call Notice,
the Retraction Request shall thereupon be considered
only to be an offer by the holder to sell the
Retracted Shares to InfoCast in accordance with the
Retraction Call Right. In such event the Corporation
shall not redeem the Retracted Shares and InfoCast
shall purchase from such holder and such holder shall
sell to InfoCast on the Retraction Date the Retracted
Shares for a purchase price (the "Purchase Price")
per share equal to the Retraction Price per share.
For the purposes of completing a purchase pursuant to
the Retraction Call Right, InfoCast shall deposit
with the Corporation or a Canadian trust company, in
trust for such holder, on or before the Retraction
Date, certificates representing InfoCast Common
Shares. Provided that the total Purchase Price has
been so deposited with the Corporation, the closing
of the purchase and sale of the Retracted Shares
pursuant to the Retraction Call Right shall be deemed
to have occurred as at the close of business on the
Retraction Date and, for greater certainty, no
redemption by the Corporation of such Retracted
Shares shall take place on the Retraction Date. In
the event that
InfoCast does not deliver an InfoCast Call Notice or
fails to deposit with the Corporation the
consideration for the Retracted Shares, the
Corporation shall redeem the Retracted Shares on the
Retraction Date and in the manner otherwise
contemplated in this Article 5.
5.4 The Corporation or InfoCast, as the case may be,
shall deliver to the relevant holder, at the address
specified in the holder's Retraction Request or if
not so specified, at the address of the holder
recorded in the securities register of the
Corporation for the Exchangeable Shares or by holding
for pick up by the holder at the registered office of
the Corporation, certificates representing the
InfoCast Common Shares registered in the name of the
holder or in such other name as the holder may
request in payment of the total Retraction Price or
the total Purchase Price, as the case may be (less
any tax required to be deducted and withheld
therefrom by the Corporation) and such delivery of
such certificates on behalf of the Corporation or
InfoCast, as the case may be, by the Corporation
shall be deemed to be payment of and shall satisfy
and discharge all liability of the Corporation or
InfoCast, as the case may be, to the extent that the
same is represented by such share certificates (less
any tax required and in fact deducted and withheld
therefrom and remitted to the proper tax authority).
The Corporation or InfoCast, as the case may be, is
hereby authorized to sell or otherwise dispose of
such portion of the property then payable to the
holder as is necessary to provide sufficient funds to
the Corporation or InfoCast in order to enable it to
comply with such deduction or withholding requirement
and shall give an accounting to the holder with
respect thereto and any balance of such proceeds of
sale.
5.5 On and after the close of business on the Retraction
Date, the holder of the Retracted Shares shall cease
to be a holder of such Retracted Shares and shall not
be entitled to exercise any of the rights of a holder
in respect thereof, other than the right to receive
the total Retraction Price or total Purchase Price,
as the case may be, to which such holder is entitled
unless upon presentation and surrender of
certificates in accordance with the foregoing
provisions, payment of the total Retraction Price or
the total Purchase Price, as the case may be, shall
not be made, in which case the rights of such holder
shall remain unaffected until the total Retraction
Price or the total Purchase Price, as the case may
be, has been paid in the manner hereinbefore
provided.
5.6 Notwithstanding any other provision of this Article
5, the Corporation shall not be obligated to redeem
Retracted Shares specified by a holder in a
Retraction Request to the extent that such redemption
of Retracted Shares
would be contrary to solvency requirements or other
provisions of applicable law, including, without
limitation, applicable securities laws. If the
Corporation believes that on any Retraction Date it
would not be permitted by any of such provisions to
redeem the Retracted Shares tendered for redemption
on such date and provided that InfoCast shall not
have exercised the Retraction Call Right with respect
to the Retracted Shares, the Corporation shall only
be obligated to redeem Retracted Shares specified by
a holder in a Retraction Request to the extent of the
maximum number that may be so redeemed (rounded down
to a whole number of shares) as would not be contrary
to such provisions and shall notify the holder at
least two Business Days prior to the Retraction Date
as to the number of Retracted Shares which will not
be redeemed by the Corporation. In any case in which
the redemption by the Corporation of all of the
Retracted Shares would be contrary to solvency
requirements or other provisions of applicable law,
the Corporation shall redeem that number of Retracted
Shares permitted without contravening such provision
in accordance with Section 5.2 of these share
provisions on a pro rata basis and shall issue to
each holder of Retracted Shares a new certificate, at
the expense of the Corporation, representing the
Retracted Shares not redeemed by the Corporation
pursuant to Section 5.2 hereof. The holder of any
such Retracted Shares not redeemed by the Corporation
pursuant to Section 5.2 of these share provisions as
a result of solvency requirements or other provisions
of applicable law shall be deemed by giving the
Retraction Request to require InfoCast to purchase
such Retracted Shares from such holder on the
Retraction Date or as soon as practicable thereafter
on payment by InfoCast to such holder of the Purchase
Price for each such Retracted Share.
ARTICLE 6
REDEMPTION OF EXCHANGEABLE SHARES BY THE CORPORATION
6.1 Subject to applicable law and to the right of a
holder to require the Corporation to redeem
Exchangeable Shares pursuant to Article 5 hereof, and
subject (in any case) to the exercise by InfoCast of
the Redemption Call Right, the Corporation may, at
any time on or after the first to occur of any of the
Triggering Events, redeem all of the then outstanding
Exchangeable Shares for an amount per share equal to
the fair market value of an InfoCast Common Share on
the last Business Day prior to the Redemption Date
which shall be satisfied in full by the Corporation
causing to be delivered to the holder of each
Exchangeable Share one InfoCast Common Share (the
"Redemption Price").
6.2 In any case of any redemption of Exchangeable Shares
under this Article 6, the Corporation shall, at least
30 days before the date set for redemption by the
Corporation (the "Redemption Date"), send or cause to
be sent to each holder of Exchangeable Shares to be
redeemed a notice in writing of the redemption by the
Corporation or the purchase by InfoCast under the
Redemption Call Right, as the case may be, of the
Exchangeable Shares held by such holder. Such notice
shall set out the formula for determining the
Redemption Price or the Redemption Call Purchase
Price as the case may be, the Redemption Date, and,
if applicable, particulars of the Redemption Call
Right. On or after the Redemption Date and subject to
the exercise by InfoCast of the Redemption Call
Right, the Corporation shall cause to be delivered to
the holders of the Exchangeable Shares to be redeemed
the Redemption Price (less any tax required to be
deducted and withheld therefrom by the Corporation)
for each such Exchangeable Share upon presentation
and surrender at the registered office of the
Corporation, together with such other documents and
instruments as may be required to effect a transfer
of Exchangeable Shares under the OBCA and the by-laws
of the Corporation and such additional documents and
instruments as the Corporation may reasonably
require. Payment of the total Redemption Price for
such Exchangeable Shares shall be made by delivery to
each holder, at the address of the holder recorded in
the securities register of the Corporation or by
holding for pick up by the holder at the registered
office of the Corporation, certificates representing
InfoCast Common Shares (less any tax required to be
deducted and withheld therefrom by the Corporation)
without interest in respect of the Redemption Price,
as the case may be. On and after the Redemption Date,
the holders of the Exchangeable Shares called for
redemption shall cease to be holders of such
Exchangeable Shares and shall not be entitled to
exercise any of the rights of holders in respect
thereof, other than the right to receive their
proportionate part of the total Redemption Price,
unless payment of the total Redemption Price for such
Exchangeable Shares shall not be made upon
presentation and surrender of certificates in
accordance with the foregoing provisions, in which
case the rights of the holders with respect to those
Exchangeable Shares as to which the Redemption Price
has not been paid shall remain unaffected until the
total Redemption Price with respect thereto has been
paid in the manner hereinbefore provided. The
Corporation shall have the right at any time after
the sending of notice of its intention to redeem
Exchangeable Shares as aforesaid to deposit or cause
to be deposited in trust for the holders of the
Exchangeable Shares, the total Redemption Price of
the Exchangeable Shares so called for redemption, or
of such of the said Exchangeable Shares represented
by certificates that have not at the date of such
deposit been
surrendered by the holders thereof in connection with
such redemption, in a custodial account with any
chartered bank or trust company in Canada named in
such notice. Upon the later of such deposit being
made and the Redemption Date, the Exchangeable Shares
in respect whereof such deposit shall have been made
shall be redeemed and the rights of the holders
thereof after such deposit or Redemption Date, as the
case may be, shall be limited to receiving their
proportionate part of the total Redemption Price so
deposited (less any tax required to be deducted and
withheld therefrom by the Corporation) without
interest for such Exchangeable Shares against
presentation and surrender of the said certificates
held by them, respectively, in accordance with the
foregoing provisions. The Corporation is hereby
authorized to sell or otherwise dispose of such
portion of the property then payable to the holder as
is necessary to provide sufficient funds to the
Corporation in order to enable it to comply with such
deduction or withholding requirement and shall give
an accounting to the holder with respect thereto and
any balance of such proceeds of sale.
ARTICLE 7
VOTING RIGHTS
7.1 The holders of the Exchangeable Shares shall be
entitled to receive notice of and to attend and vote
together with the holders of Common Shares as a class
at all meetings of the shareholders of the
Corporation and at such meetings, each holder of
Exchangeable Shares shall be entitled to one vote per
Exchangeable Share.
ARTICLE 8
AMENDMENT AND APPROVAL
8.1 The rights, privileges, restrictions and conditions
attaching to the Exchangeable Shares may be added to,
changed or removed but only with the approval of the
holders of the Exchangeable Shares given as
hereinafter specified.
8.2 Any approval given by the holders of the Exchangeable
Shares to add to, change or remove any right
privilege, restriction or condition attaching to the
Exchangeable Shares or any other matter requiring the
approval or consent of the holders of the
Exchangeable Shares shall be deemed to have been
sufficiently given if it shall have been given in
accordance with
applicable law subject to a minimum requirement that
such approval be evidenced by resolution passed by
not less than two-thirds of the votes cast on such
resolution at a meeting of holders of Exchangeable
Shares duly called and held at which the holders of
at least 50% of the outstanding Exchangeable Shares
at that time are present or represented by proxy;
provided that if at any such meeting the holders of
at least 50% of the outstanding Exchangeable Shares
at that time are not present or represented by proxy
within one-half hour after the time appointed for
such meeting then the meeting shall be adjourned to
such date not less than 10 days thereafter and to
such time and place as may be designated by the Chair
of such meeting. At such adjourned meeting the
holders of Exchangeable Shares present or represented
by proxy thereat may transact the business for which
the meeting was originally called and a resolution
passed thereat by the affirmative vote of not less
than two-thirds of the votes cast on such resolution
at such meeting shall constitute the approval or
consent of the holders of the Exchangeable Shares.
ARTICLE 9
LEGEND
9.1 The certificates evidencing the Exchangeable Shares
shall contain or have affixed thereto a legend, in
form and on terms approved by the Board of Directors,
with respect to the Exchange Agreement and any
restrictions of applicable securities law.
ARTICLE 10
NOTICES
10.1 Any notice, request or other communication to be
given to the Corporation by a holder of Exchangeable
Shares shall be in writing and shall be valid and
effective if given by facsimile or by delivery to the
registered office of the Corporation and addressed to
the attention of the President. Any such notice,
request or other communication, if given by facsimile
or delivery, shall only be deemed to have been given
and received upon actual receipt thereof by the
Corporation.
10.2 Any presentation and surrender by a holder of
Exchangeable Shares to the Corporation of
certificates represent Exchangeable Shares in
connection with the liquidation, dissolution or
winding up of the Corporation
or the retraction or redemption of Exchangeable
Shares shall be made by delivery to the registered
office of the Corporation addressed to the attention
of the President of the Corporation. Any such
presentation and surrender of certificates shall only
be deemed to have been made and to be effective upon
actual receipt thereof by the Corporation.
10.3 Any notice, request or other communication to be
given to a holder of Exchangeable Shares by or on
behalf of the Corporation shall be in writing and
shall be valid and effective if given by delivery to
the address of the holder recorded in the securities
register of the Corporation or, in the event of the
address of any such holder not being so recorded,
then at the last known address of such holder. Any
such notice, request or other communication, if given
by delivery, shall be deemed to have been given and
received on the date of delivery. Accidental failure
or omission to give any notice, request or other
communication to one or more holders of Exchangeable
Shares shall not invalidate or otherwise alter or
affect any action or proceeding to be taken by the
Corporation pursuant thereto.
8. The issue, transfer or ownership of shares
is/is not restricted and the restrictions
(if any) are as follows:
No shareholder of the Corporation shall be entitled to transfer any share or
shares of the Corporation without either
(a) the consent of the holders of more than fifty per cent of the Common Shares
and Exchangeable Shares for the time being outstanding expressed by a resolution
passed by the votes of the holders of more than fifty per cent of the Common
Shares and Exchangeable Shares for the time being outstanding at a meeting of
the holders of the Common Shares and Exchangeable Shares or by a resolution in
writing signed by all the holders of the Common Shares and Exchangeable Shares
for the time being outstanding or by an instrument or instruments in writing
signed by the holders of more than fifty per cent of the Common Shares and
Exchangeable Shares for the time being outstanding; or
(b) the consent of the directors of the Corporation expressed by a resolution
passed by the votes of a majority of the directors of the Corporation at a
meeting of the board of directors of the Corporation or by a resolution in
writing signed by all the directors of the Corporation or by an instrument or
instruments in writing signed by a majority of directors of the Corporation.
9. Other provisions, if any, are: Autres dispositions, s'il y a lieu:
The following provisions apply to the Corporation:
(a) The directors of the Corporation may, without authorization of the
shareholders of the Corporation,
(i) borrow money upon the credit of the Corporation;
(ii) issue, reissue, sell or pledge debt obligations of the Corporation;
(iii) give a guarantee on behalf of the Corporation to secure performance
of an obligation of any person; and
(iv) mortgage, hypothecate, pledge or otherwise create a security
interest in all or any property of the Corporation, owned or subsequently
acquired, to secure any obligation of the Corporation.
The directors may by resolution delegate any one or all of the powers
referred to in this clause to a director, a committee of directors or an officer
of the Corporation.
(b) The number of shareholders of the Corporation, exclusive of persons who are
in its employment and exclusive of persons who, having been formerly in the
employment of the Corporation, were, while in that employment, and have
continued after termination of that employment to be, shareholders of the
Corporation, is hereby limited to not more than fifty, two or more persons who
are the joint registered owners of one or more shares being counted as one
shareholder.
(c) Any invitation to the public to subscribe for securities in the Corporation
is prohibited.
(d) Except where specifically provided under article 7 of these articles of
incorporation, the holders of shares of a class or of a series of the
Corporation are not entitled to vote separately as a class or series and are not
entitled to dissent, upon a proposal to amend the articles to:
(i) increase or decrease any maximum number of authorized shares of
such class or series, or increase any maximum number of authorized shares of a
class or series having rights or privileges equal or superior to the shares of
such class or series;
(ii) effect an exchange, reclassification or cancellation of the shares
of such class or series; or
(iii) create a new class or series of shares equal or superior to the
shares of such class or series.