EXHIBIT 3.5
Industry Canada [Industrie Canada]
Canada Business [Loi canadienne sur les
Corporations Act societes par actions]
FORM 1 [FORMULE 1]
ARTICLES OF INCORPORATION [STATUTS CONSTITUTIFS]
(SECTION 6) [(ARTICLE 6)]
1- Name of corporation [Denomination de la societe]
3919056 CANADA LTD.
2- Place in Canada where the registered office is to be situated
[Lieu au Canada ou doit etre situe le siege social]
Winnipeg, Manitoba
3- The classes and any maximum of shares that the corporation is authorized to
issue
[Categories et tout nombre maximal d'actions que la societe est autorisee a
emettre]
Unlimited number of Class A Common shares, unlimited number of Class B Common
shares, unlimited number of Class A Preference shares, unlimited number of Class
B Preference shares and unlimited number of Class C Preference shares
The annexed Schedule I containing the rights, privileges, restrictions and
conditions attached to each class of shares is incorporated in this form
4- Restrictions if any on shares transfers
[Restrictions sur le transfert des actions, s'il y a lieu]
The annexed Schedule II is incorporated in this form
5- Number (or minimum and maximum number) of directors
[Nombre (ou nombre minimum el maximum) d'administrateurs]
minimum of one (1); maximum of twenty (20)
6- Restrictions if any on business the corporation may carry on
[Limited imposees quant aux activites que la societe peut exploiter, s'il y a
lieu]
Nil
7- Other provisions if any
[Autres dispositions s'il y a lieu]
The annexed Schedule III is incorporated in this form.
8
8- Incorporators - [Fondateurs]
Name - [Noms]
Beate Abrahams-Bolen
Address (include postal code) - [Adresse (inclure le code postal)]
719 Warsaw Avenue
Winnipeg, Manitoba R3M 1B6
Signature
/s/ ___________________________
FOR DEPARTMENTAL USE ONLY - [A L'USAGE DU MINISTERE SEULEMENT]
Corporation No. - [No de la societe]
391905-6
Filed - [Deposee]
JUL 06 2001
IC 7530-21-936-1385 (05-91) 46
383456\01
9
THIS IS SCHEDULE I referred to in the
Articles of Incorporation of CANADA LTD. (the "Corporation").
The Class A Common shares, the Class B Common shares, the Class A
Preference shares, the Class B Preference shares and the Class C Preference
shares of the Corporation shall have attached thereto the rights, privileges,
restrictions and conditions hereinafter set forth.
ARTICLE 1
INTERPRETATION
1.1 DEFINITIONS
Whenever used in these Articles, the following words and terms shall
have the respective meanings ascribed to them as follows:
(a) "BUSINESS DAY" mean a day other than a Saturday, a Sunday or
any other day upon which the main branch of the Corporation's
banker is not open for the transaction of regular business
throughout normal banking hours;
(b) "CLASS A PREFERENCE AMOUNT" means the amount of $1.00 per
share;
(c) "CLASS B PREFERENCE AMOUNT" means the amount of $1.00 per
share;
(d) "CLASS C PREFERENCE AMOUNT" has the meaning ascribed thereto
in Section 6.3 below;
(e) "COMMON SHARES" means, collectively, the Class A Common shares
and the Class B Common shares of the Corporation;
(f) "DIRECTORS" means the board of directors of the Corporation,
as the same may be constituted from time to time;
(g) "HOLDER'S REQUEST" means a request in writing by a shareholder
of the Corporation whose shares carry a Retraction Privilege
specifying (i) that such shareholder desires to have his or
her Retracted Shares redeemed by the Corporation, and (ii) the
Retraction Date;
(h) "LIQUIDATION AMOUNT" means, with respect to any Preference
Share, the Preference Amount per such share together with all
declared but unpaid dividends thereon at the time of the
Winding-Up of the Corporation;
(i) "PREFERENCE AMOUNT" means, with respect to the Class A
Preference shares, the Class A Preference Amount, with respect
to the Class B Preference shares, the Class B Preference
Amount, and with respect to the Class C Preference shares, the
Class C Preference Amount;
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(j) "PREFERENCE SHARES" means, collectively, the Class A
Preference shares, the Class B Preference shares and the Class
C Preference shares of the Corporation;
(k) "REDEMPTION DATE" means the date specified in a Redemption
Notice on which shares of the Corporation with respect to
which the Corporation has a Redemption Right are to be
redeemed;
(l) "REDEMPTION NOTICE" means a notice in writing by the
Corporation to a holder of shares of the Corporation with
respect to which the Corporation has a Redemption Right of the
intention of the Corporation to exercise its Redemption Right
and redeem such shares;
(m) "REDEMPTION PRICE" means, with respect to a share of the
Corporation with respect to which the Corporation has a
Redemption Right, the Preference Amount per such share
together with all declared but unpaid dividends thereon to and
including the Redemption Date;
(n) "REDEMPTION RIGHT" shall have the meaning ascribed thereto in
Section 1.4 below;
(o) "RETRACTED SHARES" shall have the meaning ascribed thereto in
Section 1.3 below;
(p) "RETRACTION DATE" means the business day specified by a
shareholder that has delivered a Holder's Request to the
Corporation on which such shareholder desires to have the
Corporation redeem his or her Retracted Shares, provided that
no Retraction Date may be specified that is prior to twenty
business days after delivery of the Holder's Request to the
Corporation, unless the Corporation waives such period of time
in whole or in part;
(q) "RETRACTION PRICE" means, with respect to a share of the
Corporation which entitles the holder thereof to a Retraction
Privilege, the Preference Amount per such share together with
all declared but unpaid dividends thereon to and including the
Retraction Date;
(r) "RETRACTION PRIVILEGE" shall have the meaning ascribed thereto
in Section 1.3 below; and
(s) "WINDING-UP OF THE CORPORATION" means any liquidation,
dissolution or winding-up, whether involuntary or otherwise,
or other distribution of the assets of the Corporation or
repayment of capital to the shareholders of the Corporation
for the purpose of winding-up its affairs.
1.2 INTERPRETATION
In these Articles, (1) words importing the singular number only shall
include the plural and vice versa, (2) words importing the use of one gender
only shall include all genders, (3) subject as hereinbefore provided, reference
to one class of shares ranking on a parity with
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another class of shares means ranking on a parity with respect to payment of
dividends and distribution of assets in the event of the Winding-Up of the
Corporation, to the extent of their respective rights in that connection, (4)
"person" includes an individual, partnership, association, body corporate,
trustee, executor, administrator or legal representative and (5) the division of
these Articles into articles and sections and the insertion of headings are for
the convenience of reference only and shall not affect the construction or
interpretation of these Articles.
1.3 RETRACTION PRIVILEGE
Any holder of shares of a class of the Corporation which carry a
Retraction Privilege shall be entitled to require the Corporation to redeem, at
any time or from time to time, all or any part of such shares registered in the
name of such holder on the books of the Corporation, by tendering to the
Corporation, at its registered office, the share certificate or certificates
representing such shares (in this Article 1, the "Retracted Shares") which the
registered holder thereof desires to have the Corporation redeem, together with
a Holder's Request. Upon the receipt of a share certificate or certificates
representing the Retracted Shares together with the Holder's Request, the
Corporation shall, on the Retraction Date, redeem the Retracted Shares by paying
the registered holder thereof at the address specified in the Holder's Request
the Retraction Price per such Retracted Share. Payment of the aggregate
Retraction Price for the Retracted Shares shall be made by cheque payable at par
at any branch of the Corporation's banker for the time being in Canada. The
Retracted Shares shall be redeemed on the Retraction Date, and from and after
the Retraction Date such shares shall cease to be entitled to any dividends
thereon and the holders thereof shall not be entitled to exercise any of the
rights of holders of such class of shares in respect thereof unless payment of
the aggregate Retraction Price as aforesaid is not made on the Retraction Date,
in which event the rights of the holders of the Retracted Shares shall remain
unaffected. Retraction proceeds that are represented by a cheque which has not
been presented to the Corporation's banker for payment or that otherwise remain
unclaimed for a period of six (6) years from the Retraction Date shall be
forfeited to the Corporation.
1.4 REDEMPTION RIGHT
The Corporation may, upon giving notice as hereinafter provided,
redeem, at any time or from time to time, all or any part of the then
outstanding shares of any class of the Corporation with respect to which the
Corporation has a Redemption Right, on payment for each share to be redeemed of
the Redemption Price per share. In the event of a redemption of part only of the
then outstanding shares of such class, such redemption shall be effected pro
rata among the holders thereof, provided, that, with the prior written consent
of all the holders thereof, such redemption may be effected selectively among
the holders thereof, such that, for greater certainty, the shares of such class
held by one or more holders thereof may be redeemed without shares of other
holders of shares of such class thereof being redeemed concurrently therewith,
or at all. In the case of such redemption of shares, the Corporation shall, at
least twenty business days before the Redemption Date specified for redemption
deliver to each person (whose or part of whose shares are to be redeemed) who at
the date of such notice is a registered owner of shares to be redeemed, a
Redemption Notice, provided that any holder of shares to be redeemed may waive
the said period of twenty business days, in whole or in part, in writing. The
Redemption Notice shall be delivered to each such person at such person's
address as the same
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appears on the books of the Corporation in the manner provided for in Section
7.2 hereof. Accidental failure or omission to deliver the Redemption Notice to
one or more holders shall not affect the validity of such redemption but upon
such failure or omission being discovered, the Redemption Notice shall be
forthwith delivered to such holder or holders and shall have the same force and
effect as if given in due time.
The Redemption Notice shall set out the Redemption Price and the
Redemption Date, and if part only of the shares held by the person to whom such
Redemption Notice is addressed is to be redeemed, the number thereof so to be
redeemed. On or after the Redemption Date, the Corporation shall pay or cause to
be paid, to or to the order of the registered holders of the shares so to be
redeemed, the Redemption Price in respect thereof, on presentation and surrender
at the registered office of the Corporation, or any other place designated in
the Redemption Notice, of the share certificate or certificates representing the
shares so called for redemption. Such payment shall be made by cheque of the
Corporation payable at par at any branch of the Corporation's banker for the
time being. If a part only of the shares represented by any share certificate or
certificates are to be redeemed, a new share certificate or certificates for the
balance thereof shall be issued at the expense of the Corporation.
The Corporation shall have the right, at any time after the delivery of
the Redemption Notice, to deposit the aggregate Redemption Price for the shares
so called for redemption, or of such of the shares which are represented by
certificates which have not, at the date of such deposit, been surrendered by
the holders thereof in connection with such redemption, to a special account in
any chartered bank or any trust company in Canada named in the Redemption
Notice, to be paid on or after the Redemption Date without interest to or to the
order of the respective holders of the shares called for redemption upon
presentation and surrender to such bank or trust company of the share
certificate or certificates representing such shares. Upon such deposit being
made or upon the Redemption Date, whichever is the later, the shares in respect
of which such deposit shall have been made shall be deemed to be redeemed and
the rights of the holders thereof shall be limited to receiving, without
interest, their proportionate part of the aggregate Redemption Price so
deposited upon presentation and surrender of the said share certificate or
certificates held by them respectively. Any interest allowed on any such
deposits shall belong to the Corporation.
From and after the date specified for redemption in the Redemption
Notice, the shares called for redemption shall cease to be entitled to exercise
any of the rights of shareholders in respect of such shares unless payment of
the Redemption Price in respect thereof shall not be made upon presentation and
surrender of the share certificate or certificates in accordance with the
foregoing provisions, in which case the rights of the holders thereof shall
remain unaffected. Redemption proceeds that are represented by a cheque which
has not been presented to the Corporation's banker for payment or that otherwise
remain unclaimed (including money held on deposit in a special account as
hereinbefore provided) for a period of six (6) years from the date specified for
redemption shall be forfeited to the Corporation.
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ARTICLE 2
CLASS A COMMON SHARES
2.1 VOTING RIGHTS
The holders of the Class A Common shares (1) shall have full voting
rights for the election of Directors and for all other purposes whatsoever, (2)
shall have one such vote for each Class A Common share held and (3) shall be
entitled to be given or to receive notice of and to attend meetings of the
shareholders of the Corporation.
2.2 DIVIDEND RIGHTS
Subject to the rights of the holders of the Preference Shares, the
holders of the Class A Common shares shall be entitled to receive, if, as and
when declared by the Directors, such dividends as may be declared thereon by the
Directors from time to time. Holders of Class A Common shares shall be entitled
to receive dividends con the Class A Common shares exclusive of any other shares
of the Corporation.
2.3 RETURN OF CAPITAL
Subject to the rights of the holders of the Preference Shares, the
holders of the Class A Common shares shall have the right to share ratably, on a
parity with the holders of shares of all other classes of Common Shares, in the
remaining assets of the Corporation upon any Winding-Up of the Corporation.
ARTICLE 3
CLASS B COMMON SHARES
3.1 VOTING RIGHTS
The holders of the Class B Common shares, as such, shall not be
entitled to receive notice of or to attend or vote at any meeting or meetings of
the shareholders of the Corporation.
3.2 DIVIDEND RIGHTS
Subject to the rights of the holders of the Preference Shares, the
holders of the Class B Common shares shall be entitled to receive, if, as and
when declared by the Directors, such dividends as may be declared thereon by the
Directors from time to time. Holders of Class B Common shares shall be entitled
to receive dividends on the Class B Common shares exclusive of any other shares
of the Corporation.
3.3 RETURN OF CAPITAL
Subject to the rights of the holders of the Preference Shares, the
holders of the Class B Common shares shall have the right to share ratably, on a
parity with the holders of shares of all other classes of Common Shares, in the
remaining assets of the Corporation upon any Winding-Up of the Corporation.
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ARTICLE 4
CLASS A PREFERENCE SHARES
4.1 VOTING RIGHTS
The holders of the Class A Preference shares (1) shall have full voting
rights for the election of Directors and for all other purposes whatsoever, (2)
shall have one such vote for each Class A Preference share held and (3) shall be
entitled to be given or to receive notice of and to attend meetings of the
shareholders of the Corporation.
4.2 DIVIDEND RIGHTS
Subject to the rights of the holders of Class C Preference Shares, the
holders of the Class A Preference shares shall be entitled to receive, in
respect of each fiscal year of the Corporation if, as and when declared by the
Directors, a non-cumulative dividend determined as a percentage of the aggregate
Class A Preference Amount of the Class A Preference shares then outstanding and
as may be determined by the Directors from time to time, provided that such
percentage shall not in any event exceed the rate of ten (10%) percent. No
dividends shall be declared or paid at any particular time in respect of any
class of Common Shares unless all dividends which have been declared at that
particular time and which remain unpaid on the Class A Preference shares then
issued and outstanding have been paid or provided for at the date of such
declaration or payment. If within four months after the expiration of any fiscal
year of the Corporation, the Directors shall not have declared the said maximum
permitted non-cumulative dividends in respect of that fiscal year on the Class A
Preference shares, then the right of the holders thereof to such dividends or to
any undeclared part thereof in respect of any such fiscal year shall be forever
extinguished. The holders of the Class A Preference shares shall not be entitled
to any dividends in respect thereof other than or in excess of the dividends
provided for in this Section 4.2 and, subject to Section 4.3 hereof, shall not
otherwise be entitled to share in the profits or assets of the Corporation.
4.3 RETURN OF CAPITAL
Subject to the rights of the holders of the Class C Preference shares,
upon any Winding-Up of the Corporation, the holders of the Class A Preference
shares shall be entitled to receive in priority to the holders of the Common
Shares and on a parity with the holders of shares of all classes of Preference
Shares other than the Class C Preference shares (ratably in proportion to the
respective amount the holders of shares of each class would be entitled to
receive if they were paid the Liquidation Amount per issued share), the
Liquidation Amount per share. After payment to the holders of the Class A
Preference shares of the Liquidation Amount per share as aforesaid, the holders
of the Class A Preference shares shall have no right or claim to any of the
remaining assets of the Corporation. If the assets distributable on such
Winding-Up of the Corporation shall be insufficient to permit the payment to the
holders of the Class A Preference shares of the Liquidation Amount per share in
full, then such assets, or the proceeds thereof, shall be distributed among the
holders of the Class A Preference shares ratably in proportion to the respective
amounts the holders of such shares would be entitled to receive if they were
paid the Liquidation Amount per share in full as aforesaid. For greater
certainty, it is hereby declared that upon any Winding-Up of the Corporation,
the holders of the Class A
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Preference shares then outstanding shall be entitled to receive the Liquidation
Amount per share before any payment or distribution of assets shall be made to
the holders of the Common Shares.
4.4 RETRACTION PRIVILEGE
The holders of Class A Preference shares shall have a Retraction
Privilege in respect of each of such shares.
4.5 REDEMPTION
The Corporation shall have a Redemption Right in respect of each of the
Class A Preference shares of the Corporation.
ARTICLE 5
CLASS B PREFERENCE SHARES
5.1 VOTING RIGHTS
The holders of the Class B Preference shares, as such, shall not be
entitled to receive notice of or to attend or vote at any meeting or meetings of
the shareholders of the Corporation.
5.2 DIVIDEND RIGHTS
Subject to the rights of the holders of Class C Preference Shares, the
holders of the Class B Preference shares shall be entitled to receive, in
respect of each fiscal year of the Corporation if, as and when declared by the
Directors, a non-cumulative dividend determined as a percentage of the aggregate
Class B Preference Amount of the Class B Preference shares then outstanding and
as may be determined by the Directors from time to time, provided that such
percentage shall not in any event exceed the rate of ten (10%) percent. No
dividends shall be declared or paid at any particular time in respect of any
class of Common Shares unless all dividends which have been declared at that
particular time and which remain unpaid on the Class B Preference shares then
issued and outstanding have been paid or provided for at the date of such
declaration or payment. If within four months after the expiration of any fiscal
year of the Corporation, the Directors shall not have declared the said maximum
permitted non-cumulative dividends in respect of that fiscal year on the Class B
Preference shares, then the right of the holders thereof to such dividends or to
any undeclared part thereof in respect of any such fiscal year shall be forever
extinguished. The holders of the Class B Preference shares shall not be entitled
to any dividends in respect thereof other than or in excess of the dividends
provided for in this Section 5.2 and, subject to Section 5.3 hereof, shall not
otherwise be entitled to share in the profits or assets of the Corporation.
5.3 RETURN OF CAPITAL
Subject to the rights of the holders of the Class C Preference shares,
upon any Winding-Up of the Corporation, the holders of the Class B Preference
shares shall be entitled to receive in priority to the holders of the Common
Shares and on a parity with the holders of shares of all classes of Preference
Shares other than the Class C Preference shares (ratably in proportion to the
respective amount the holders of shares of each class would be entitled to
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receive if they were paid the Liquidation Amount per issued share), the
Liquidation Amount per share. After payment to the holders of the Class B
Preference shares of the Liquidation Amount per share as aforesaid, the holders
of the Class B Preference shares shall have no right or claim to any of the
remaining assets of the Corporation. If the assets distributable on such
Winding-Up of the Corporation shall be insufficient to permit the payment to the
holders of the Class B Preference shares of the Liquidation Amount per share in
full, then such assets, or the proceeds thereof, shall be distributed among the
holders of the Class B Preference shares ratably in proportion to the respective
amounts the holders of such shares would be entitled to receive if they were
paid the Liquidation Amount per share in full as aforesaid. For greater
certainty, it is hereby declared that upon any Winding-Up of the Corporation,
the holders of the Class B Preference shares then outstanding shall be entitled
to receive the Liquidation Amount per share before any payment or distribution
of assets shall be made to the holders of the Common Shares.
5.4 RETRACTION PRIVILEGE
The holders of Class B Preference shares shall have a Retraction
Privilege in respect of each of such shares.
5.5 REDEMPTION
The Corporation shall have a Redemption Right in respect of each of the
Class B Preference shares of the Corporation.
ARTICLE 6
CLASS C PREFERENCE SHARES
6.1 VOTING RIGHTS
The holders of the Class C Preference shares, as such, shall not be
entitled to receive notice of or to attend or vote at any meeting or meetings of
the shareholders of the Corporation.
6.2 ONE ISSUANCE
The Corporation is authorized to make only one issuance of Class C
Preference shares.
6.3 CLASS C PREFERENCE AMOUNT
The Class C Preference Amount in respect of a Class C Preference share
shall be the fair market value of the aggregate consideration received by the
Corporation in respect of the first issuance of the Class C Preference shares,
which shall be the fair market value stated in any agreement to issue such Class
C Preference shares or, in the absence of any such stated fair market value, the
amount determined by the Directors, divided by the number of Class C Preference
shares issued at that time; provided that if at any particular time the fair
market value of such consideration should be determined, whether (1) by tribunal
or court of competent jurisdiction or (2) by agreement with the Canada Customs
and Revenue Agency, to be different from the fair market value as last
determined, the fair market value of such consideration shall be adjusted by
being increased or decreased so as to equal the fair market value so determined.
The fair market value so adjusted shall be effective as of the time the Class C
Preference shares were
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issued and the Class C Preference Amount in respect of the Class C Preference
shares shall be appropriately adjusted. Where an adjustment is made under this
paragraph to the Class C Preference Amount of a Class C Preference share after
that share has been redeemed by the Corporation, a payment of share or non-share
consideration shall be made by either the Corporation or the former holder of
that share such that the amount received by the former holder of that share in
respect of the Class C Preference Amount on its redemption is no greater or less
than the Class C Preference Amount so adjusted.
6.4 DIVIDEND RIGHTS
The holders of the Class C Preference shares shall be entitled to
receive in respect of each fiscal year of the Corporation if, as and when
declared by the Directors, a non-cumulative dividend determined as a percentage
of the aggregate Class C Preference Amount of the Class C Preference shares then
outstanding and as may be determined by the Directors from time to time,
provided that such percentage shall not in any event exceed the rate of ten
(10%) percent. No dividends shall be declared or paid at any particular time in
respect of any class of Common Shares unless all dividends which have been
declared at that particular time and which remain unpaid on the Class C
Preference shares then issued and outstanding have been paid or provided for at
the date of such declaration or payment. If within four months after the
expiration of any fiscal year of the Corporation, the Directors shall not have
declared the said maximum permitted non-cumulative dividends in respect of that
fiscal year on the Class C Preference shares, then the right of the holders
thereof to such dividends or to any undeclared part thereof in respect of any
such fiscal year shall be forever extinguished. The holders of the Class C
Preference shares shall not be entitled to any dividends in respect thereof
other than or in excess of the dividends provided for in this Section 6.4, and,
subject to Section 6.5 hereof, shall not otherwise be entitled to share in the
profits or assets of the Corporation.
6.5 RETURN OF CAPITAL
Upon any Winding-Up of the Corporation, the holders of the Class C
Preference shares shall be entitled to receive, in priority to the holders of
the Common Shares and the holders of shares of all other classes of Preference
Shares, the Liquidation Amount per share. After payment to the holders of the
Class C Preference shares of the Liquidation Amount per share, the holders of
the Class C Preference shares shall have no right or claim to any of the
remaining assets of the Corporation. If the assets distributable on such
Winding-Up of the Corporation shall be insufficient to permit the payment to the
holders of the Class C Preference shares of the Liquidation Amount per share in
full, then such assets, or the proceeds thereof, shall be distributed among the
holders of the Class C Preference shares ratably in proportion to the respective
amounts the holders of such shares would be entitled to receive if they were
paid the Liquidation Amount per share. For greater certainty, it is hereby
declared that upon the Winding-Up of the Corporation the holders of the Class C
Preference shares then outstanding shall be entitled to receive the Liquidation
Amount per share in full before any payment or distribution of assets shall be
made to the holders of the Common Shares or any other class of Preference
Shares.
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6.6 RETRACTION PRIVILEGE
The holders of Class C Preference shares shall have a Retraction
Privilege in respect of each of such shares.
6.7 REDEMPTION
The Corporation shall have a Redemption Right in respect of each of the
Class C Preference shares of the Corporation.
ARTICLE 7
MISCELLANEOUS
7.1 PURCHASE OF SHARES
Subject as hereinbefore provided, the Corporation may, at any time or
from time to time, purchase for cancellation all or any part of the outstanding
shares of any class or classes of the Corporation (1) by invitation for tenders
addressed to all of the holders of record of the class or classes of shares
which the Corporation so desires to purchase for cancellation or (2) by private
contract with any holder or holders of shares of any class or classes of the
Corporation, at the lowest price or prices which, in the opinion of the
Directors, such shares are then obtainable. If, in response to an invitation for
tenders as hereinbefore provided, more shares of the particular class or classes
are tendered at a price or prices acceptable to the Corporation than the
Corporation is prepared to purchase, the Corporation shall accept, to the extent
required, the tenders submitted at the lowest price and then, if and so
required, and so on and so forth, the tenders submitted at progressively higher
prices and, if more shares are tendered at any such price than the Corporation
is prepared to purchase, the shares tendered at such price shall be purchased as
nearly as may be pro rata (disregarding fractions) according to the number of
such shares of such class or classes so tendered by each of the holders of such
shares who submitted tenders at that price.
7.2 NOTICES
Any cheque or notice or other communication (which, whether or not
expressly stipulated herein, shall be in writing) from the Corporation to a
holder of shares of the Corporation or from a holder of shares of the
Corporation to the Corporation may be (1) delivered personally by leaving it
with the party to whom it is to be so delivered, (2) delivered by facsimile
transmission to the party to whom it is to be delivered or (3) mailed by prepaid
registered mail (with acknowledgement of receipt requested) to the party to whom
it is to be delivered. Any such notice to the Corporation may be so delivered to
the Corporation at its registered office or to any director of the Corporation.
If such a notice is delivered to the party to whom it is to be delivered, it
shall be deemed to have been validly delivered to, and received by, such party
on the business day of delivery. If such a notice is delivered by facsimile
transmission, it shall be deemed to have been validly delivered to, and received
by, the party to whom it was to be delivered on the expiry of eight hours after
it was transmitted or 9:00 a.m. (local time) on the first business day next
following its transmission, whichever is the later. If such a notice is
delivered by mail, it shall be deemed to have been validly delivered to, and
received by the party to whom it was to be delivered, on the third business day
next following the mailing thereof in
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Canada or the United States of America, provided that no party shall mail any
such notice during any period during which Canadian postal workers or the United
States Postal Service, whether in the whole of Canada or the United States of
America, or in any region thereof from which such notice is to be sent or where
such a notice is to be so delivered, are on strike, are withholding their
services for any reason whatsoever (whether lawfully or otherwise) or are locked
out, or if any such strike, withholding of services or lock-out is threatened or
has only been terminated so that, in the result, it may be reasonably
anticipated that the normal delivery of mail will be adversely affected.
7.3 FRACTIONAL SHARES
A holder of a fractional share issued by the Corporation is entitled to
exercise voting rights and to receive dividends in respect of the fractional
share in accordance with the rights attaching to the shares of that class of the
Corporation, provided that, (1) the holder of a fractional share is entitled to
one vote on a show of hands at all meetings at which holders of such class of
shares are entitled to vote, but if a ballot be demanded, the vote of the holder
of the fractional share shall only be counted as a fractional vote in the same
fraction as the share held by him and (2) the amount of the dividend which the
holder of a fractional share is entitled to receive in respect of such
fractional share shall be calculated as a fraction of the amount of the dividend
which a holder of a full share of such class is entitled to receive, the
fraction for the purposes of such calculation to be equal to the fraction which
the fractional share represents to the full share.
THIS IS SCHEDULE II referred to in the
Articles of Incorporation of CANADA LTD.
The transfer of shares shall be restricted in that no shareholder shall
be entitled to transfer any share or shares of the Corporation without the
previous sanction of the Directors expressed by a resolution passed at a meeting
of the Directors or by an instrument or instruments in writing signed by all of
the Directors, provided that, the foregoing provisions shall not apply where any
transfer of shares of the Corporation is required, takes place, or is being
effected (1) in favour of the persons vested (whether by testamentary
instrument, court order or otherwise by law) with legal authority to deal with
the property of a deceased shareholder or (2) if to grant or refuse to grant the
consent aforesaid would contravene the provisions of any instrument or
instruments in writing signed by all of the shareholders of the Corporation if
notice of such instrument or instruments has been previously delivered to the
Corporation. Words herein contained importing the singular number only shall
include the plural and vice versa and words herein contained importing one
gender only shall include all genders.
THIS IS SCHEDULE III referred to in the
Articles of Incorporation of CANADA LTD.
The number of shareholders exclusive of persons who are in the
employment of the Corporation and exclusive of persons who, having been formerly
in the employment of the Corporation, were, while in that employment, and have
continued after the termination of that employment to be, shareholders of the
Corporation, is limited to not more than 50, two or more persons who are the
joint registered owners of one or more shares being counted as a single
shareholder. Any invitation to the public to subscribe for securities of the
Corporation is prohibited.