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Exhibit 3.13
MEMORANDUM OF ASSOCIATION
OF
WATER JUG ENTERPRISES LIMITED
1. The name of the Company is Water Jug Enterprises Limited
2. There are no restrictions on the objects and powers of the Company and the
Company shall expressly have the following powers:
(a) To sell or dispose of its undertaking, or a substantial part
thereof;
(b) To distribute any of its property in specie among its members; and
(c) To amalgamate with any company or other body of persons.
3. The liability of the members is limited.
4. The capital of the Company is:
(a) 100 Class A Shares;
(b) 100 Class B Shares;
(c) 1,000,000 Class C Shares; and
(d) 1,000,000 Class D Shares.
with power to divide the shares in the capital for the time being into several
classes and to attach thereto respectively any preferred, deferred or qualified
rights, privileges or conditions, including restrictions on voting rights and
including redemption and purchase of such shares, subject however, to the
provisions of the Companies Act of Nova Scotia.
The rights, privileges, restrictions and conditions attaching to the Class A,
Class B, Class C and Class D shares as am set out in Schedule A attached hereto.
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SCHEDULE "A"
RIGHTS AND RESTRICTIONS ATTACHING TO SHARES
27.1 The rights and restrictions attached to the shares of the Company may be
summarized as follows:
Dividend Liquidation Redemption
Class Entitlement Voting Rights Entitlement Redeemable Retractable Amount
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A Participating Voting 3rd No No N/A
B Participating Not-Voting 3rd No No N/A
C Non-Participat Voting 2nd No No N/A
D Participating Non-Voting 1st Yes Yes Set By
(Conditionally) Directors
27.2 The shares of the Company have the following special rights and
restrictions with respect to receipt of dividends:
(a) in each year at the discretion of the directors, dividends may be
paid on the Class "A" or Class "B" shares out of all profits or
surpluses available for distribution;
(b) if in any year, the company ceases to be a "small business
corporation" as that term is defined in the Income Tax Act (Canada)
so that the holder of the Class "D" shares would otherwise be deemed
to receive an interest benefit under Section 74.4 of that Act, then
at-,the discretion of the directors dividends may be paid on the
Class "D" shares out of all profits or surpluses available for
distribution but such dividends may not exceed 4/5 of the amount
equal to the deemed interest benefit that would otherwise arise
under Section 74.4;
(c) dividends must not be paid on the Class "A" or Class "B" shares if
to do so would reduce the value of the net assets of the Company to
less than the aggregate of the redemption amount of the issued Class
"D" shares;
(d) dividends may be paid on one class of shares entitled to dividends
to the exclusion of any other class of shares entitled to dividends:
and
(e) the holders of the Class "C" shares are not entitled to any payment
of dividends on such shares.
27.3 The shares of the Company have the following special rights and
restrictions with respect to voting rights:
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(a) at all meetings of the members of the Company the holders of the
Class "A" and Class "C" share are entitled to one vote for each such
share held; and
(b) the holders of the Class "B" and Class "D" shares are not entitled
to vote at any meeting of the members of the Company and they are
not entitled to receive notice of or attend any meetings of the
members of the Company.
27.4 In the event of liquidation, dissolution or winding-up of the Company,
whether voluntary or involuntary, or upon distribution of the assets of the
Company among its members for the purpose of winding-up its affairs or upon a
reduction or return of its capital the holders of the following classes of
shares shall be entitled to receive the following amounts in the following order
of priority:
Class of Shares Priority Entitlement
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Class "D" 1 Redemption amount only
Class "C" 2 Paid-up capital only
Classes "A" and 3 All remaining profits and
"B" assets of the Company
27.5 The shares of the Company have the following special rights and
restrictions with respect to redemption:
(a) the Class "A", Class "B" and Class "C" shares are not redeemable;
(b) the Class "D" Shares are redeemable;
(c) the company may redeem the whole or any number of the issued
Class "D" shares on payment for each share to be redeemed of the
redemption amount and no more provided however that not less than
21 days notice in writing of such redemption is given by mailing
such notice to the registered holders of the shares to be
redeemed specifying a date and place or places of redemption
unless the holders of the shares to be redeemed waive any notice
required to be given under this paragraph which waiver, whether
given before or after redemption will cure any default in giving
such notice and if notice as required of any redemption be given
by the Company and an amount sufficient to redeem the shares be
deposited with any trust company or chartered bank of Canada as
specified in any notice given, on or before the date fixed for
redemption, the holders thereof will thereafter have no rights
against the Company in respect of such shares except upon the
surrender of certificates for such shares to receive payment for
them out of the monies so deposited;
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(d) notwithstanding anything in these Articles to the contrary, if not
all of the outstanding shares of the class are to be redeemed, the
shares to be redeemed may be selected in such manner as the
directors determine and need not be selected either in proportion to
the number of shares registered in the name of each member or from
every or any particular holder of Class "Do' shares; and
(e) if a part only of the shares of any class represented by any
certificate are to be redeemed then a new certificate representing
the shares which are not to be redeemed shall be issued at the
expense of the Company.
27.6 The shares of the Company have the following special rights and
restrictions with respect to retraction:
(a) the Class "A", Class "B" and Class "C" shares are not retractable;
(b) the Class "D" shares are retractable;
(c) subject to the provisions of the Companies Act , the company
will, upon receiving notice from a member holding Class "D"
shares, redeem the number of Class "D" shares registered in the
name of the members which are specified in the notice by paying
to such member for each Class "D" share to be redeemed the
redemption amount of the share and no more provided however that
not less than twenty-one (21) days notice in writing of such
redemption must be given to the Company by the member seeking to
have the Class "D" shares redeemed, such notice to be delivered
by mailing to the registered office of the Company a notice
specifying the number of Class "D" shares to be redeemed and
surrendering the necessary number of share certificates for
cancellation unless the Company waives any notice required to be
given under this paragraph which waiver, whether given before or
after the redemption, cures any default in giving such notice: and
(d) notwithstanding anything in the Articles to the contrary, any
redemption of shares by the Company upon receipt of a retraction
notice from any member holding Class "D" shares need not be made on
a pro rata basis among every member who holds Class "D" shares.
27.7 The Class "D" shares have the following additional special rights and
restrictions:
(a) the Class "D" shares will only be issued as consideration for the
acquisition of property by the Company in circumstances where the
transferor of such property and the Company have agreed to elect to
effect the transfer of such property pursuant to the provisions of
Section 85 of the Income Tax Act (Canada);
(b) the aggregate redemption a mount of the Class "D" shares issued in
connection with a purchase and sale transaction to which Section 85
applies will be the amount by which:
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(i) the aggregate fair market value of all the property acquired
by the Company in the transaction to which Section 85 applies
and in respect of which the Class "D" shares were issued,
exceeds
(ii) the aggregate fair market value of all the consideration
(other than any Class "D" shares in the Company or a right
to receive such shares) received from the Company by the
transferor of such property, as determined by the directors
of the Company at the time of the issuance of the Class "D"
shares, provided that the directors may, in accordance-
with the terms of any agreement between the Company and the
holders of Class "D" shares, amend from time-to-time their
determination of the aggregate redemption amount of the
Class "D" shares after the time of the issuance of such
shares;
(c) the redemption amount of each Class "D" share issued in connection
with a purchase and sale transaction to which Section 85 applies
will be determined by dividing the aggregate redemption amount for
the class by the number of shares of the class issued in respect of
such transaction; and
(d) Class "D" shares shall only be issued in respect of a purchase and
sale transaction to which Section 85 applies if no other Class "D"
shares are outstanding in respect of any other purchase and sale
transaction to which Section 85 applies.
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