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Exhibit 3.1
MEMORANDUM OF ASSOCIATION
OF
3012919 NOVA SCOTIA LIMITED
1. The name of the Company is 3012919 NOVA SCOTIA LIMITED.
2. There are no restrictions on the objects and powers of the Company and the
Company shall expressly have the following powers:
(1) to sell or dispose of its undertaking, or a substantial part
thereof;
(2) to distribute any of its property in specie among its members; and
(3) to amalgamate with any company or other body of persons.
3. The liability of the members is limited.
4. The Company proposes to issue:
(a) 1,000,000 Class A Voting Common Shares with a par value of $0.0001
each;
(b) 1,000,000 Class B Voting Common Shares with a par value of $6.7790
each;
(c) 1,000,000 Class C Voting Common Shares with a par value of $1.8406
each;
(d) 10,000,000 Class D Voting Common Shares without nominal or par
value;
(e) 10,000,000 Class E Non-Voting common shares without a nominal or par
value; and
(f) 10,000,000 Special Preferred Shares with a par value of $1.00 each,
issuable in series;
each having the rights, conditions, restrictions and limitations set out
in Exhibit A-1 hereto, with power to divide the shares in the capital for
the time being into classes or series and to attach thereto respectively
any preferred, deferred or qualified rights, privileges or conditions,
including restrictions on voting rights and including redemption, purchase
and other acquisition of such shares, subject, however, to the provisions
of the Companies Act (Nova Scotia).
I, the undersigned, whose name, address and occupation are subscribed, am
desirous of being formed into a company in pursuance of this Memorandum of
Association, and I agree to
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take the number and kind of shares in the capital stock of the Company written
opposite my name.
NAME, ADDRESS & OCCUPATION NO. & KIND OF SARES TAKEN OF
SUBSCRIBER BY THE SUBSCRIBER
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TOTAL SHARES TAKEN: one common share
DATED this 22nd day of October, 1997.
Witness to the above signature: --------------------------------
Name of Witness
900-1959 Upper Water St.,
Halifax, Nova Scotia, B3J 2X2
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Address
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Occupation
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EXHIBIT A-1
3012919 NOVA SCOTIA LIMITED
Class A Common Shares, Class B Common Shares, Class C Common Shares,
Class D Common Shares and Class E Common Shares
Conditions attaching to Class A Common Shares, Class B Common Shares, Class C
Common Shares, Class D Common Shares and Class E Common Shares:
1. The Class A Common Shares, the Class B Common Shares, the Class C Common
Shares, the Class D Common Shares and the Class E Common Shares shall rank
equal, pari passu, share for share, with each other and entitle the
respective holders thereof to the same rights and benefits except as
otherwise provided for by these conditions.
2. The Class A Common Shares, the Class B Common Shares, the Class C Common
Shares, and the Class D Common Shares shall carry the right to one vote
per share at all meetings of the shareholders of the Company.
3. The holders of the Class E Common Shares shall not be entitled to receive
notice of any meeting of the shareholders of the Company or to attend any
such meeting or to vote thereat.
Special Preferred Shares
Rights, privileges, restrictions and conditions applicable to Special Preferred
Shares:
1. Issuable in Series
(a) The Special Preferred Shares may at any time and from time to time be
issued in one or more series as determined by the Board of Directors of the
Company (the "Directors").
2. Directors' Authority to Issue in One or More Series
(a) Before any shares of a particular series are issued, the Directors by
resolution shall fix the number of shares in such series and shall determine,
subject to any limitations set out in the articles, the designation, rights,
privileges, restrictions and conditions to attach to the shares of such series
including, without limiting or restricting the generality of the foregoing, the
rate or- rates, amount or method or methods of calculation of preferential
dividends, whether cumulative, non-cumulative or partially cumulative, and
whether such rate(s), amount or method(s) of calculation shall be subject to
change or adjustment in the future, the currency or currencies of payment, the
date or dates and place or places of payment thereof and the date or dates from
which such preferential dividends shall accrue, the redemption price and terms
and conditions of redemption (if any), the rights of retraction (if any), and
the prices and other terms and conditions of any rights of retraction and
whether any additional
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rights of retraction may be provided to such holders in the future, voting
rights and conversion or exchange rights (if any) and any sinking fund, purchase
fund or other provisions attaching thereto. Such resolution shall be the only
authorization required to fix such designation, priorities, preferences, rights,
privileges, restrictions and conditions and to authorize such issuance and no
approval, sanction or confirmation of such resolution by the shareholders of the
Company or otherwise shall be required.
3. Ranking of Special Preferred Shares
(a) Dissolution
The Special Preferred Shares of each series shall rank on a parity with
the Special Preferred Shares of every other series with respect to priority in
the distribution of assets of the Company in the event of the liquidation,
dissolution or winding up of the Company, whether voluntary or involuntary, or
any other distribution of the assets of the Company among its shareholders for
the purpose of winding up its affairs.
(b) Dividends
Subject to any priorities with respect to dividends which may be attached
to any series of Special Preferred Shares over any other series of Special
Preferred Shares, the Special Preferred Shares of each series shall participate
rateably with the Special Preferred Shares of every other series with respect to
dividends.
(c) Redemption or Repurchase
Subject to any redemption or repurchase rights which may from time to time
be attached to any series of Special Preferred Shares, the Special Preferred
Shares of each series shall participate rateably with the Special Preferred
Shares of every other series with respect to redemption or repurchase rights.
(d) Voting Rights
Except as hereinafter referred to or as otherwise provided by law or in
accordance with any voting rights which may from time to time be attached to any
series of Special Preferred Shares, the holders of the Special Preferred Shares
as a class shall not be entitled as such to receive notice of, to attend or to
vote at any meeting of the shareholders of the Company.
(e) Other Preferences
The Special Preferred Shares of any series may also be given such other
preferences not inconsistent with the provisions hereof over all classes of
common shares in the capital stock of the Company and over any other shares
ranking junior to the Special Preferred Shares as may be determined in the case
of such series of Special Preferred Shares.
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4. Approval of Holders of Special Preferred Shares
(a) The rights, privileges, restrictions and conditions attaching to the
Special Preferred Shares as a class may be added to, changed or removed but only
with the approval of the holders of the Special Preferred Shares given as
hereinafter specified.
(b) The approval of the holders of Special Preferred Shares to add to,
change or remove any right, privilege, restriction or condition attaching to the
Special Preferred Shares as a class or to any other matter requiring the consent
of the holders of the Special Preferred Shares as a class may be given in such
manner as may then be required by law, subject to a minimum requirement that
such approval shall be given by resolution passed by the affirmative vote of at
least three-quarters of the votes cast at a meeting of the holders of Special
Preferred Shares duly called for that purpose. The formalities to be observed in
respect of the giving of notice of any such meeting or any adjourned meeting and
the conduct thereof shall be those from time to time required by the Companies
Act (Nova Scotia) and prescribed in the Articles of the Company with respect to
meetings of shareholders and modification of rights of shareholders. On every
poll taken at a meeting of holders of Special Preferred Shares as a class, each
holder entitled to vote thereat shall have one vote in respect of each $1 of the
issue price of each Special Preferred Share held.
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