EXHIBIT 3.27
[ONTARIO LOGO] Ministry of CERTIFICATE 528650
Consumer and
Commercial
Relations
THIS IS TO CERTIFY THAT THESE
ARTICLES ARE EFFECTIVE ON
NOVEMBER 24, 1982
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/s/ [ILLEGIBLE]
--------------------------
CONTROLLER OF RECORDS
COMPANIES SERVICES BRANCH
Trans Line Comp Method
Code No. Stat Type Incorp.
[A] [0] [0] [A] [3]
18 20 26 29 30
Notice Jurisdiction
Share Req'd [ONTARIO]
[S] [N] 33 47
31 32
ARTICLES OF INCORPORATION
Form 1 1. THE NAME OF THE CORPORATION IS
The Business 528650 ONTARIO LIMITED
Corporations 2. THE ADDRESS OF THE HEAD OFFICE IS
Act 78 Sir Lancelot Drive,
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(Street & Number of R. R. Number & if Multi-Office
Building give Room No.)
Markham, Ontario L3P2J2
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(Name of Municipality or Post Office) (Postal Code)
Town of Markham in the Regional Municipality of York
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(Name of Municipality, (County, District, Regional
Geographical Township) Municipality)
3. THE NUMBER OF DIRECTORS IS TWO
4. THE FIRST DIRECTOR(S) IS/ARE
RESIDENCE ADDRESS, GIVING STREET
NAME IN FULL, INCLUDING & NO. OR R.R. NO. & MUNICIPALITY
ALL GIVEN NAMES OR POST OFFICE AND POSTAL CODE
----------------------- --------------------------------
Ronald Parent 78 Sir Lancelot Drive,
Markham, Ontario
L3P 2J2
Wendy Parent 78 Sir Lancelot Drive,
Markham, Ontario
L3P 2J2
2A
(h) To buy, hold, own, hire, maintain, control, take, lease, sell, assign,
exchange, transfer, manage, improve, develop, pledge, mortgage or otherwise deal
in and dispose of, either absolutely as owner or by way of collateral security
or otherwise, any property, real and personal, movable and immovable, and assets
generally;
(i) To purchase, lease, take in exchange or otherwise acquire lands or
interests therein, together with any buildings or structures that may be on the
said lands or any of them, and to sell, lease, exchange, mortgage or otherwise
dispose of the whole or any portion of the lands and all or any of the buildings
or structures that are now or may hereafter be erected thereon, and to take such
security therefor as may be deemed necessary or desirable;
(j) To erect buildings, and to deal in building material;
(k) To take or hold mortgages for any unpaid balance of the purchase money on
any of the lands, buildings or structures so sold, and to sell, mortgage or
otherwise dispose of the said mortgages;
(l) To improve, alter and manage the said lands and buildings;
(m) To guarantee and otherwise assist in the performance of contracts or
mortgages of persons, firms or corporations with whom or which the Corporation
may have dealings, and to assume and take over such contracts or mortgages on
default;
(n) To prepare building sites, and to construct, reconstruct, alter, improve,
decorate, furnish and maintain offices, flats, houses, factories, warehouses and
lands, and to consolidate, connect or subdivide properties;
PROVIDED, HOWEVER, that it shall not be lawful for the Corporation hereby
incorporated directly or Indirectly to transact or undertake any business within
the meaning of The Loan and Trust Corporations Act.
3
6. THE AUTHORIZED CAPITAL is to be divided into 10,000 Class "A"
Preference Shares with a par value of $1.00 each; 10,000 Class "B" Preference
Shares with a par value of $1.00 each; 250 Class "C" Preference Shares with a
par value of $100.00 each and 10,000 Common Shares without nominal or par value
provided, however, that the aggregate consideration for the issue of the said
shares without nominal or par value shall not exceed in amount or value the sum
of $10,000,00 or such greater amount as the Board of Directors of the
Corporation shall by resolution determine, provided, that such resolution shall
not be effective until a certified copy thereof has been filed with the Ministry
of Consumer and Commercial Relations, all prescribed fees have been paid and the
Minister has so certified.
4
7. THE DESIGNATIONS, PREFERENCES, RIGHTS, CONDITIONS, RESTRICTIONS,
LIMITATIONS OR PROHIBITIONS ATTACHING TO THE SPECIAL SHARES, IF ANY, ARE
(a) The Class A Preference Shares shall carry the right to a fixed
non-cumulative preferential dividend at the rate of eight per cent (8%) per
annum, payable yearly, to be declared and paid before any dividend is declared
or paid on the Class B Preference Shares, the Class C Preference Shares or on
the Common Shares and the right in the liquidation or winding up of the
Corporation to repayment of capital in priority to the Class B Preference
Shares, the Class C Preference Shares and the Common Shares, but they shall not
confer the right to any further participation in profits or assets. Each Class A
Preference Share entitles the holder to repayment of capital in an amount equal
to the par value thereof provided, however, in the event the aggregate amount
available for the repayment of capital is not sufficient to pay the par value
thereof, then Class A Preference Shares shall entitle the holders thereof to
participate rateably in the aggregate amount available for repayment of capital;
(b) The said Class A Preference Shares or any part thereof shall be redeemable
at any time at the option of the Corporation without the consent of the holders
thereof on payment for each share to be redeemed of the par value thereof
together with all unpaid non-cumulative dividends, which have been previously
declared;
(c) The Corporation may at any time or times purchase for cancellation the
whole or any part of the Class A Preference Shares outstanding from time to time
at the lowest price at which in the opinion of the Directors, such shares are
obtainable, but not exceeding the par value thereof, together with all unpaid
non-cumulative dividends, which have previously been declared;
(d) The Class B Preference Shares shall carry the right to a fixed
non-cumulative dividend at the rate of eight per cent (8%) per annum, payable
yearly, to be declared and paid after the dividend is declared and paid on the
Class A Preference Shares but before any dividends are declared and paid on the
Class C Preference Shares or on the Common Shares and the right in the
liquidation or winding up of the Corporation to repayment of capital in priority
to the Class C Preference Shares and the Common Shares, but after the Class A
Preference Shares, but they shall not confer the right to any further
participation in profits or assets. Each Class B Preference Share entitles the
holder to repayment of capital in an amount equal to the par value thereof,
provided, however, in the event the aggregate amount available for the repayment
of capital is not sufficient to pay the par value thereof, then each Class B
Preference Share entitles the holder thereof to participate rateably in the
aggregate amount available for repayment of capital thereon;
(e) The Class B Preference Shares or any part thereof shall be redeemable at
any time at the option of the Corporation without the consent of the holders
thereof on payment for each share to
4A
be redeemed of the par value thereof together with all unpaid non-cumulative
dividends which have previously been declared;
(f) At any time or times the Corporation may purchase for cancellation the
whole or any part of the Class B Preference Shares outstanding from time to
time, at the lowest price at which, in the opinion of the Directors, such
shares are obtainable but not exceeding the par value thereof, together with
all unpaid non-cumulative dividends which have previously been declared.
(g) The said Class C Preference Shares or any part thereof shall be redeemable
at any time at the option of the Corporation without the consent of the holders
thereof on payment for each share to be redeemed of the par value thereof
together with all unpaid non-cumulative dividends, which have been previously
declared;
(h) The Corporation may at any time or times purchase for cancellation the
whole or any part of the Class C Preference shares outstanding from time to time
at the lowest price at which, in the opinion of the Directors, such shares are
obtainable, but not exceeding the par value thereof, together with all unpaid
non-cumulative dividends, which have previously been declared;
(i) The Class C Preference Shares shall carry the right to a fixed
non-cumulative dividend at the rate of eight per cent (8%) per annum, payable
yearly, to be declared and paid after the divided is declared and paid on the
Class A Preference Shares and the Class B Preference Shares but before any
dividends are declared and paid on the Common Shares and the right in the
liquidation or winding up of the Corporation to repayment of capital in priority
to the Common Shares but after the Class A Preference Shares and the Class B
Preference Shares, but they shall not confer the right to any further
participation in profits or assets. Each Class C Preference Share entitles the
holder to repayment of capital in an amount equal to the par value thereof,
provided, however, in the event the aggregate amount available for the repayment
of capital is not sufficient to pay the par value thereof, then each Class C
Preference Share entitles the holder thereof to participate rateably in the
aggregate amount available for repayment of capital thereon;
(j) In the event of the liquidation, dissolution or winding up of the
Corporation, the reduction of capital or other distribution of its assets among
shareholders by way of replacement of capital, the holders of Class A Preference
Shares shall be entitled to receive the amount paid up thereon, together with
all unpaid dividends which shall have been declared thereon in priority to any
distribution to the holders of Class B Preference Shares, the Class C Preference
Shares and the Common Shares, without any right to any further participation in
profits or assets;
4B
(k) In the event of the liquidation, dissolution or winding up of the
Corporation, the reduction of capital or other distribution of its assets among
shareholders by way of replacement of capital, the holders of Class B Preference
Shares shall be entitled to receive the amount paid up thereon together with all
unpaid dividends which shall have been declared thereon after payment to the
holders of the Class A Preference Shares but in priority to any distribution to
the holders of Class C Preference Shares and Common Shares, without any right to
any further participation in profits or assets;
(l) In the event of the liquidation, dissolution or winding up of the
Corporation, the reduction of capital or other distribution of its assets among
shareholders by way of repayment of capital, the holders of Class C Preference
Shares shall be entitled to receive the amount paid up thereon, together with
all unpaid dividends which shall have been declared thereon, after payment to
the holders of the Class A Preference Shares and the Class B Preference Shares
but in priority to any distribution to holders of Common Shares; and after the
holders of the Common Shares shall have received one dollar ($1.00) for each
common share held together with all unpaid dividends which shall have been
declared, the holders of the Class C Preference Shares and holders of the Common
Shares shall thereafter be entitled to share pari passu in any further
distribution of the property or assets of the Corporation;
(m) The holders of the Class B Preference Shares and the Class C Preference
Shares shall not be entitled to vote at any meetings of the shareholders of the
Corporation but shall be entitled to notice of meetings of shareholders called
for the purpose of authorizing the dissolution of the Corporation or the sale of
its undertaking or a substantial part thereof; holders of Class A Preference
Shares and Common Shares shall on the record date for voting be entitled to one
(1) vote at all meetings of the shareholders for each Class A Preference Share
or Common Share held by them respectively;
(n) The authorization to amend the Articles of the Corporation to delete or
vary any preference, right, condition, restriction, limitation or prohibition
attaching to the Class A Preference Shares, Class B Preference Shares or Class C
Preference Shares or to create preference shares ranking in priority to or on a
parity with the Class A Preference Shares, Class B Preference Shares or Class C
Preference Shares, In addition to the authorization by a special resolution, may
be given by at least two-thirds (2/3) of the votes cast at a Meeting of the
holders of the Class A Preference Shares, Class B Preference Shares or Class C
Preference Shares as the case may be, duly called for that purpose.
5
8. THE RESTRICTIONS, IF ANY, ON THE ALLOTMENT, ISSUE OR TRANSFER OF
SHARES ARE
The right to transfer shares of the Corporation shall be restricted in
that no shareholder shall be entitled to transfer any share or shares of the
Corporation without either:
(a) The previous express sanction of the shareholders of the Corporation
to be signified by a resolution passed by the shareholders or by an
instrument or instruments in writing signed by all of the Shareholders;
or
(b) The previous express sanction of the Board of Directors of the
Corporation expressed by a resolution passed by the Board of Directors or
by an instrument or instruments in writing signed by all of the Directors.
6
9. THE SPECIAL PROVISIONS, IF ANY, ARE
(a) The number of shareholders of the Corporation, exclusive of persons
who are in the employment of the Corporation, is hereby limited to 50, 2 or more
persons holding 1 or more shares jointly being counted as a single shareholder;
(b) Any invitation to the public to subscribe for any shares or
securities of the Corporation is hereby prohibited;
(c) The Corporation may purchase any of its common shares out of
surplus.
7
10. THE SHARES, IF ANY, TO BE TAKEN BY THE INCORPORATORS ARE
INCORPORATORS FULL NAMES, NUMBER OF CLASS DESIGNATION AMOUNT
INCLUDING ALL GIVEN NAMES SHARES BE PAID
NIL
11. THE NAMES AND RESIDENCE ADDRESSES OF THE INCORPORATORS ARE
FULL RESIDENCE ADDRESS GIVING
STREET & NO. OR R.R. NO., MUNICIPALITY
FULL NAMES, INCLUDING ALL GIVEN NAMES OR POST OFFICE AND POSTAL CODE
- ------------------------------------- --------------------------------------
Ronald Parent 78 Sir Lancelot Drive,
Markham, Ontario
L3P 2J2
Wendy Parent 78 Sir Lancelot Drive,
Markham, Ontario
L3P 2J2
THESE ARTICLES ARE EXECUTED IN DUPLICATE FOR DELIVERY TO THE MINISTER
SIGNATURES OF INCORPORATORS
/s/ Ronald Parent
----------------------------
Ronald Parent
/s/ Wendy Parent
----------------------------
Wendy Parent
For Ministry Use Only
l'Usage exclusif du ministere
Ontario Corporation Number
Numero de la compagnie en Ontario
528650
FEBRUARY 27 FEVRIER, 1984
TRANS
CODE
[C]
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ARTICLES OF AMENDMENT
STATUTS DE MODIFICATION
FORM 3 1. The present name of the Denomination sociale
Business corporation is: actuelle de la compagnie:
Corporations
Act. 1982 528650 ONTARIO LIMITED
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[ILLEGIBLE] --------------------------------------------------------------
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Formule 2. The name of the corporation is Nouvelle denomination
numero 3 changed to (if applicable): N/A sociale de la compagnie
Loi de 1982 (s'il y a lieu):
sur les
compagnies --------------------------------------------------------------
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3. Date of incorporation/amalgamation: Date de la constitution ou
de la fusion:
November 24, 1982
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(Day, month, Year)
(jour, mois, annee)
4. The articles of the corporation Les statuts de la compagnie
are amended as follows: sont modifies de la facon
suivante:
1. To remove any restrictions on the business that the
Corporation may carry on or on the powers the Corporation may
exercise and, without limiting the generality of the foregoing,
to delete the objects contained in the Articles of the
Corporation;
2. To provide that the number of Directors of the Corporation
shall be a minimum of one and a maximum of five;
3. To change the number of shares that the Corporation is
authorized to issue by:
1A
(a) Changing the unissued 9,990 Class "A" Preference Shares with a par
value of $1.00 each into an unlimited number of Class "A" Preference
Shares without par value;
(b) Changing the 10 issued and outstanding Class "A" Preference Shares
with a par value of $1.00 each into 10 issued and outstanding Class "A"
Preference Shares without par value;
(c) Changing the unissued 9,990 Class "B" Preference Shares with a par
value of $1.00 each into an unlimited number of Class "B" Preference
Shares without par value;
(d) Changing the 10 issued and outstanding Class "B" Preference Shares
with a par value of $1.00 each into 10 issued and outstanding Class "B"
Preference Shares without par value;
(e) Changing the unissued 250 Class "C" Preference Shares with a par
value of $100.00 each into an unlimited number of Class "C" Preference
Shares without par value;
(f) Changing the maximum number of Common Shares that the Corporation is
authorized to issue from 10,000 Common Shares to an unlimited number of
Common Shares and removing the maximum consideration for which the Common
Shares may be issued;
(g) Declaring that the Corporation is authorized to issue an unlimited
number of Class "A" Preference Shares without par value, an unlimited
number of Class "B" Preference Shares without par value, an unlimited
number of Class "C" Shares without par value and an unlimited number of
Common Shares without par value;
4. To delete clauses 7(a), (b), (c), (d), (e), (f), (g), (h), (i), (j),
(k),(l), (m) and (n), being the designations preferences, rights, conditions,
restrictions, limitations or prohibitions attaching to the Preference Shares as
set out in the Articles of the Corporation and to substitute the following
rights, privileges, restrictions and conditions therefor:
(a) The holders of the Class A Preference Shares, the Class B Preference
Shares and the Class C Preference Shares may in each year in the discretion of
the Directors be entitled out of any or all profits or surplus available for
dividends, to non-cumulative dividends per share as may be determined by the
Directors in their absolute discretion, and in preference or
1B
priority to any payment of dividends on the common shares for such year;
conversely, in any year, the Directors, in their absolute discretion, may
declare dividends on the Common Shares in such amount as they in their absolute
discretion may determine, in lieu of or in preference or priority to any payment
of dividends on the Class A Preference Shares, the Class B Preference Shares or
the Class C Preference Shares; or the Directors, in their absolute discretion,
may declare dividends on the Class A Preference Shares, the Class B Preference
Shares and the Class C Preference Shares and the Common Shares in such priority
as they deem desirable; the holders of the Class A Preference Shares, the Class
B Preference Shares and the Class C Preference Shares shall not be entitled to
any dividend other than or in excess of the non-cumulative dividends as
hereinbefore provided for;
(b) The Class A Preference Shares shall carry the right in the
liquidation or winding up of the Corporation to repayment of capital in priority
to the Class B Preference Shares, the Class C Preference Shares and the Common
Shares, but they shall not confer the right to any further participation in
profits or assets. Each Class A Preference Share entitles the holder to
repayment of capital in an amount equal to the amount paid to the Corporation
for each Class A Preference Share, provided however, in the event the aggregate
amount available for the repayment of capital is not sufficient to pay an amount
equal to the amount paid to the Corporation for each Class A Preference Share,
then Class A Preference Shares shall entitle the holders thereof to participate
rateably in the aggregate amount available for repayment of capital;
(c) The Class A Preference Shares or any part thereof shall be
redeemable at any time at the option of the Corporation without the consent of
the holders thereof on payment for each share to be redeemed of an amount equal
to the amount paid to the Corporation for each Class A Preference Share,
together with all unpaid non-cumulative dividends, which have been previously
declared;
(d) The Corporation may at any time or times purchase for cancellation
the whole or any part of the Class A Preference Shares outstanding from time to
time at the lowest price at which in the opinion of the Directors, such shares
are obtainable, but not exceeding an amount equal to the amount paid to the
Corporation for such Class A Preference Shares, together with all unpaid
non-cumulative dividends, which have been previously been declared;
(e) The Class B Preference shares shall carry the right in the
liquidation or winding up of the Corporation to repayment of capital in priority
to the Class C Preference Shares and the Common Shares, but after the Class A
Preference Shares, but they
1C
shall not confer the right to any further participation in profits or assets.
Each Class B Preference Share entitles the holder to repayment of capital in an
amount equal to the amount paid to the Corporation for each Class B Preference
Share, provided, however, in the event the aggregate amount available for the
repayment of capital is not sufficient to pay an amount equal to the amount paid
to the Corporation for each Class B Preference Share, then each Class B
Preference Share entitles the holder thereof to participate rateably in the
aggregate amount available for repayment of capital thereon;
(f) The Class B Preference Shares or any part thereof shall be
redeemable at any time at the option of the Corporation without the consent of
the holders thereof on payment for each share to be redeemed of an amount equal
to the amount paid to the Corporation for each Class B Preference Share,
together with all unpaid non-cumulative dividends which have previously been
declared;
(g) At any time or times the Corporation may purchase for cancellation
the whole or any part of the Class B Preference Shares outstanding from time to
time, at the lowest price at which, in the opinion of the Directors, such
shares are obtainable but not exceeding an amount equal to the amount paid to
the Corporation for each Class B Preference Share, together with all unpaid
non-cumulative dividends which have previously been declared;
(h) The said Class C Preference Shares or any part thereof shall be
redeemable at any time at the option of the Corporation without the consent of
the holders thereof on payment for each share to be redeemed of an amount equal
to the amount paid to the Corporation for each Class C Preference Share,
together with all unpaid non-cumulative dividends which have been previously
declared;
(i) The Corporation may at any time or times purchase for cancellation
the whole or any part of the Class C Preference Shares outstanding from time to
time at the lowest price at which, in the opinion of the Directors, such shares
are obtainable, but not exceeding an amount equal to the amount paid to the
Corporation for each Class C Preference Share, together with all unpaid
non-cumulative dividends, which have previously been declared;
(j) In the event of the liquidation, dissolution or winding up of the
Corporation, the reduction of capital or other distribution of its assets among
shareholders by way of replacement of capital, the holders of Class A Preference
1D
Shares shall be entitled to receive an amount equal to the amount paid to the
Corporation for each Class A Preference Share, together with all unpaid
dividends which shall have been declared thereon in priority to any distribution
to the holders of Class B Preference Shares, the Class C Preference Shares and
the Common Shares, without any right to any further participation in profits or
assets;
(k) In the event of the liquidation, dissolution or winding up of the
Corporation, the reduction of capital or other distribution of its assets among
shareholders by way of replacement of capital, the holders of Class B Preference
Shares shall be entitled to receive an amount equal to the amount paid to the
Corporation for each Class B Preference Share, together with all unpaid
dividends which shall have been declared thereon after payment to the holders of
the Class A Preference Shares but in priority to any distribution to the holders
of Class C Preference Shares and Common Shares, without any right to any further
participation in profits or assets;
(l) In the event of the liquidation, dissolution or winding up of the
Corporation, the reduction of capital or other distribution of its assets among
shareholders by way of repayment of capital, the holders of Class C Preference
Shares shall be entitled to receive an amount equal to the amount paid to the
Corporation for each Class C Preference Share, together with all unpaid
dividends which shall have been declared thereon, after payment to the holders
of the Class A Preference Shares and the Class B Preference Shares but in
priority to any distribution to holders of Common Shares; and after the holders
of the Common Shares shall have received an amount equal to the amount paid to
the Corporation for each Common Share, together with all unpaid dividends which
shall have been declared, the holders of the Class C Preference Shares and
holders of the Common Shares shall thereafter be entitled to share pari passu in
any further distribution of the property or assets of the Corporation;
(m) The holders of the Class B Preference Shares and the Class C
Preference Shares shall not be entitled to vote at any meetings of the
shareholders of the Corporation but shall be entitled to notice of meetings of
shareholders called for the purpose of authorizing the dissolution of the
Corporation or the sale of its undertaking or a substantial part thereof;
holders of Class A Preference Shares and Common Shares shall on the record date
for voting be entitled to one vote at all meetings of the shareholders for each
Class A Preference Share or Common Share held by them respectively;
1E
(n) The authorization to amend the Articles of the Corporation to delete
or vary any preference, right, condition, restriction, limitation or prohibition
attaching to the Class A Preference Shares, Class B Preference Shares or Class C
Preference Shares or to create preference shares ranking in priority to or on a
parity with the Class A Preference Shares, Class B Preference Shares or Class C
Preference Shares, in addition to the authorization by a special resolution, may
be given by at least two-thirds (2/3) of the votes cast at a meeting of the
holders of the Class A Preference Shares, Class B Preference Shares or Class C
Preference Shares as the case may be, duly called for that purpose.
2
5. The amendment has been duly authorized as required by Sections 167 and 169
(as applicable) of the Business Corporations Act.
La modification a ete dument autorisee conformement a l'article 167 et,
s'il y a lieu, a l'article 169 de la Loi sur les compagnies.
6. The resolution authorizing the amendment was approved by
the shareholders/directors (as applicable) of the corporation on
Les actionnaires ou les administrateurs (le cas echeant) de la
compagnie ont approuve la resolution autorisant la modification
February 15, 1984
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(Day, Month, Year)
(jour, mois, annee)
These articles are signed in duplicate.
Les presents statuts sont signes en double exemplaire.
528650 ONTARIO LIMITED
--------------------------------
(Name of Corporation)
Denomination sociale de la compagnie
By/Par: Ronald Parent President
--------------------------------
(Signature) (Description of Office)
(Signature) (Fonction)
1
For Ministry Use Only Ontario Corporation Number
A l'usage exclusif du ministere Numero de la compagnie en Ontario
[LOGO] Ministry of Ministere de 528650
Consumer and la Consommation
Commercial et du Commerce
Relations
CERTIFICATE CERTIFICAT
This is to certify that these Ceci certifie que les presents
articles are effective on statuts entrent en vigueur le
NOVEMBER 23 NOVEMBRE, 1988
/s/ [ILLEGIBLE]
- --------------------
Director Le Directeur TRANS
Companies Branch Direction des Compagnies CODE
[C]
18
ARTICLES OF AMENDMENT
STATUTS DE MODIFICATION
Form 3 1. The present name of the Denomination sociale actuelle
Business corporation is: de la compagnie:
Corporations
Act 528650 ONTARIO LIMITED
1982 --------------------------------------------------------------
--------------------------------------------------------------
Formule --------------------------------------------------------------
numero 3
Loi de 1962 2. The name of the Nouvelle denomination sociale
sur les corporation is changed de la compagnie (s'il y a lieu):
compagnies to (if applicable):
N/A
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3. Date of incorporation/ Date de la constitution ou de la
amalgamation: fusion:
NOVEMBER 24, 1982
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[Day, Month, Year]
(jour, mois, annee)
4. The articles of the Les statuts de la compagnie sont
corporation are amended modifies de la facon suivante:
as follows:
1. To change the number and class of shares that the
Corporation is authorized to issue by:
(a) Cancelling the authorized and unissued Class A
Preference Shares;
(b) Cancelling the authorized and unissued Class B
Preference Shares;
(c) Cancelling the authorized and unissued Class C
Preference Shares;
(d) Creating an unlimited number of Special Shares without
par value;
1A
(e) Redesignating, changing and dividing the 10 issued and
outstanding Class A Preference Shares into 1,000 Special Shares and
10,000 Common Shares on the basis of 100 Special Shares and 1,000
Common Shares for each issued Class A Preference Share, which Common
Shares rank on a parity with the existing unlimited number of Common
Shares without par value in the capital of the Corporation;
(f) Declaring that the Corporation is authorized to issue an
unlimited number of Special Shares without par value and an
unlimited number of Common Shares without par value;
2. To delete the rights, privileges, restrictions and conditions
attaching to the Class A Preference Shares, the Class B Preference Shares and
the Class C Preference Shares as set out in Itema a 4(a), (b), (c), (d), (e),
(f), (g), (h), (i), (j), (k), (l), (m) and (n) of the Articles of Amendment of
the Corporation and to substitute the following therefor:
(a) The holders of the Special Shares shall be entitled to receive and
the Corporation shall pay thereon as and when declared by the Board of Directors
out of the moneys of the Corporation properly applicable to the payment of
dividends, fixed cumulative preferential cash dividends at the rate of 9% per
annum of the redemption/retraction amount of the said Special Shares as
hereinafter forth, payable on the dates to be fixed from time to time by
resolution of the Directors;
(b) No dividends shall at any time be declared or paid or set part for
the Common Shares unless all dividends up to and including the dividend payable
for the last completed quarter, half or full year of the Corporation on the
Special Shares then issued and outstanding shall have been declared and paid or
provided for at the date of such declaration or payment or setting apart;
(c) In the event of the liquidation, dissolution or winding up of the
Corporation or other distribution of assets of the Corporation among its
shareholders for the purpose of winding up its affairs, the holders of the
Special Shares shall be entitled to receive an amount equal to the redemption/
retraction value of the said Special Shares together with all unpaid cumulative
dividends (which for such purposes shall be calculated as if such dividends were
accruing for the period from the expiration of the last period for which
dividends have been paid up to the date of distribution) before any amount shall
be paid or any property or assets of the Corporation distributed to the holders
of the Common Shares. After payment to the holders of the Special shares of the
amounts
1B
so payable to them as above provided, they shall not be entitled to share in any
further distribution of the property or assets of the Corporation;
(d) The Corporation may redeem the whole or any part of the Special
Shares outstanding upon payment of the sum of $488.00 for each Special Share to
be redeemed together with an amount equal to all unpaid cumulative dividends,
whether or not declared, which shall have accrued thereon and which, for such
purpose, shall be treated as accruing up to the date of such redemption; in case
a part only of the then outstanding Special Shares is at any time to be
redeemed, the shares so to be redeemed shall be selected by lot in such manner
as the Directors in their discretion shall decide or, if the directors so
determine, may be redeemed pro rata, disregarding fractions, and the Directors
may make such adjustment as may be necessary to avoid the redemption of
fractional parts of shares; not less than 30 days' notice in writing of such
redemption shall be given by mailing such notice to the registered holders of
the shares to be redeemed to the last known address of each such holder,
specifying the date and place or places of redemption; if notice of any such
redemption be given by the Corporation in the manner aforesaid and an amount
sufficient to redeem the shares be deposited with any trust company or chartered
bank in Canada as specified in the notice on or before the date fixed for
redemption, dividends on the Special Shares to be redeemed shall cease after the
date so fixed for redemption and the holders thereof shall thereafter have no
rights against the Corporation in respect thereof except upon the surrender of
certificates for such shares, to receive payment therefor out of the moneys so
deposited. Upon any such redemption, the Corporation shall adjust the stated
capital account maintained for the Special Shares as provided in the Act;
(e) The holders of the Special Shares shall be entitled to require the
Corporation to redeem at any time or times after the issue thereof all or any of
the Special Shares registered in the name of such holder on the books of the
Corporation by tendering to the Corporation at its registered office a share
certificate or share certificates representing the Special Shares which the
registered holder desires to have the Corporation redeem together with a request
in writing specifying (1) that the registered holder desires to have the Special
Shares represented by such certificate redeemed by the Corporation and (2) the
business day (in this paragraph referred to as the "redemption date") on which
the holder desires to have the Corporation redeem such Special Shares, which
redemption date shall not be less than 30 days after the day on which the
request in writing is given to the Corporation. Upon receipt of a share
certificate or share certificates representing the Special Shares which the
registered holder
2
meetings at which only holders of a specified class of shares are entitled to
vote, and are entitled to receive the remaining property of the Corporation upon
a dissolution or winding up.
5. The amendment has been duly La modification a ete dument
authorized as required by Sections autorisee conformement a
167 and 169(as applicable) of the l'article 167 et, s'il y a lieu,
Business Corporations Act. a l'article 169 de la Loi sur
les compagnies.
6. The resolution authorizing the Les actionnaires ou les
amendment was approved by the administrateurs(le cas echeant)
shareholders/directors (as de la compagnie ont approuve la
applicable) of the corporation on resolution autorisant la
modification.
NOVEMBER 7, 1988
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[Day, Month, Year]
(jour, mois, annee)
These articles are signed Les presents statuts sont signes
in duplicate. en double exemplaire.
528650 ONTARIO LIMITED
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(Name of Corporation)
(Denomination sociale de la compagnie)
By/Par: /s/ [ILLEGIBLE] PRESIDENT
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