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Exhibit 3.21
SCHEDULE A
MEMORANDUM OF ASSOCIATION
OF
3003969 NOVA SCOTIA LIMITED.
1. The name of the Company is 3003969 Nova Scotia Limited.
2. There are no restrictions the objects and powers of the Company and the
Company shag 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) 10,000 Class A common shares without par value;
(b) 10,000 Class B common shares without par value; and
(c) 100,000 preferred shares without par value;
with power to divide the shares in the capital for the dm 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
common shares, Class B common shares and preferred shares as are set out in
Schedule A attached hereto.
----------------------------------
Registrar of Joint Stock Companies
Dated 17th day of November, 1997
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SCHEDULE "A"
SPECIAL RIGHTS AND RESTRICTIONS
PART 26 SPECIAL RIGHTS AND RESTRICTIONS
ATTACHED TO CLASS A COMMON SHARES
26.1. The holders of the Class A Common shares shall be entitled to
receive notice of and to attend and vote at all meetings of the shareholders of
the Company and each Class A Common share shall confer upon the holder thereof
the right to one vote in person or by proxy at all meetings of shareholders of
the Company.
26.2. The Directors may, in their discretion, declare non-cumulative
dividends to any one or more class of shareholders to the exclusion of one or
more of the others. The holders of the Class A Common shares shall be entitled
to such dividends as may be declared upon the Class A Common shares.
26.3. in the event of the liquidation, dissolution or winding-up of
the Company, whether voluntary or involuntary, the holders of the Class A Common
shares shall, after the holders of the Preferred shares shall have received an
amount equal to the Redemption Amount thereof together with any dividends
declared thereon and unpaid, be entitled to participate pro rata with the
holders of the Class a Common shares in the distribution of the remainder of the
property and assets of the Company.
PART 28 SPECIAL RIGHTS AND RESTRICTIONS
ATTACHED TO CLASS B COMMON SHARES
28.1. The holders of the Class B Common shares shall be
entitled' to receive notice of and to attend and vote at all meetings of the
shareholders of the Company and each Class B Common share shall confer upon the
holder thereof the right to one vote in person or by proxy at all meetings of
shareholders of the Company.
28.2. The Directors may, in their discretion, declare non-cumulative
dividends to any one or more class of shareholders to the exclusion of one or
more of the others. The holders of the Class B Common shares shall be entitled
to such dividends as may be declared upon the Class B Common shares.
28.3. In the event of the liquidation, dissolution or winding-up of
the Company, whether voluntary or involuntary, the holders of the Class B Common
shares shall, after the holders of the Preferred shares shall have received an
amount equal to the Redemption Amount thereof together with any dividends
declared thereon and unpaid, be entitled to participate pro rata with the
holders of the Class A Common shares in the distribution of the remainder of the
property and assets of the Company.
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SPECIAL RIGHTS AND RESTRICTIONS
ATTACHED TO PREFERRED SHARES
27.1. The holders of the Preferred shares shall not, as such, have
any voting rights for the election of Directors or for any other purpose, nor
shall they be entitled to attend shareholders' meetings or to receive notice of
shareholders' meetings.
27.2. The Directors may, in their discretion, declare non-cumulative
dividends to any one or more class of shareholders to the exclusion of one or
more of the others. The holders of the Preferred shares shall be entitled to
non-cumulative dividends not exceeding the rate of eight per cent (8%) per annum
on the Redemption Amount of the Preferred shares.
27.3. (a) subject to the provisions of the Companies Act, the
Company may, by resolution of the Directors, redeem at any time the whole or
from time to time any part of the then outstanding Preferred shares on payment
for each share of the Redemption Amount thereof as hereinafter defined, together
with any dividends declared thereon and unpaid. In exercising the powers
conferred by this clause, notice shall be given as hereinafter provided, and the
Directors by resolution may discriminate between shareholders of the Preferred
shares and may redeem any part or all of the Preferred shares of one or more
holder or holders without taking similar action with respect to the Preferred
shares of other holders. Not less than fifteen (l5) days' notice in writing of
such redemption shall be given by mailing to the registered holder of the share
or shares to be redeemed specifying the date and place or places of redemption.
If notice of any such redemption be given by the Company in mariner aforesaid
and an amount sufficient to redeem the shares to be redeemed be deposited with
any trust company or chartered bank (as specified in the notice) on or before
the date fixed for redemption, the holders thereof shall thereafter have no
rights against the Company in respect thereof except upon surrender of
certificates for the shares being redeemed to receive payment therefor out of
the moneys so deposited.
(b) The Redemption Amount in respect of the Preferred shares
shall be determined by the Directors of the Company at the time of the issuance
of the shares, and shall be equal to the fair market value of the consideration
received by the Company as consideration for the issuance of the Preferred
shares. The amount determined by the Directors (hereinafter called the
"Determined Value") shall be determined by resolutions of the Directors upon the
issuance of any Preferred shares. On determining the Determined Value the
Directors may act on whatever advice or evidence they in their absolute
discretion deem necessary or advisable.
(c) The Redemption Amount in respect of each Preferred share
shall be determined by dividing the Redemption Amount for all the Preferred
shares by the number of such shares issued. The paid-up capital of each
Preferred share shall be the par value thereof.
(d) Dividends shall not be paid on any other class of shares
of the Company if to do so would reduce the value of the net assets of the
Company to less than the total Redemption Amount of all the Preferred shares
then issued and outstanding.
(e) Notwithstanding the provisions of sub-articles (b) and (c)
hereof, if the Minister of National Revenue, the Minister of Finance for the
Province of Nova Scotia,
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their authorized representative or any similar authority shall assess or
reassess the Company or its shareholders to income tax or propose such an
assessment or reassessment on the basis of a determination or assumption that
the fair market value of the consideration received in respect of the issuance
of any Preferred share or shares does not equal the Determined Value, the
following adjustments shall be made:
1. for the purposes of the adjustments hereunder the fair market
value of the consideration received shall be deemed to be:
(i) subject to clause (iii), the fair market value of the
consideration as determined by the authority making or
proposing such an assessment or reassessment, provided
that the Directors agree that that determination is
accurate; or
(ii) subject to clause (iii), where the Directors do not
agree that the authority's determination is accurate,
the fair market value of the consideration as determined
by a qualified person whom the Directors shall appoint
to make that determination forthwith following the
making or proposing of such an assessment or
reassessment; or
(iii) where any such assessment or reassessment is the subject
of an appeal to a court of competent jurisdiction, the
fair market value of the consideration. as determined by
that court.
2. If the fair market value determined pursuant to clause 1. is
less than the Determined Value, the following adjustments
shall be made forthwith following such determination to
account for that deficiency:
(i) if at the date of adjustment, the share in respect of
the consideration transferred is issued and outstanding
and still held by the original holder thereof, its
Redemption Amount shall be reduced by an amount equal to
the lesser of the deficiency and the amount by which the
Redemption Amount of the share exceeds its par value and
the Redemption Amount so adjusted shall be deemed
retroactively to the date of issue of the share to have
been its Redemption Amount. If more than one share in
respect of the consideration transferred is issued and
outstanding and still held by the original holder
thereof, the reduction in the Redemption Amount shall be
made pro rata; and
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(ii) If the reduction made pursuant to, subclause 2.(i) is
less than the total deficiency, the Redemption Amount of
such other Preferred shares held by that original holder
at the date of adjustment as may be selected by him
shall be reduced by an amount equal to such portion of
the deficiency as that original holder may determine and
the Redemption Amount of such share so adjusted shall be
deemed retroactively to the date of issue of that share
to have been its Redemption Amount; and
(iii) If the aggregate reduction made pursuant to subclasses
2.(i) and 2.(ii) is less than the total deficiency, the
original holder shall make a contribution of capital to
the Company equal to the balance of the deficiency.
3. If the fair market value determined pursuant to clause 1. is
greater than the Determined Value, the following adjustments
shall be made forthwith following such determination to
account for that excess:
(i) If at the date of adjustment the share in respect
of the consideration transferred remains issued
and outstanding and held by the original holder
thereof, the Redemption Amount of that share shall
be increased by the amount of the excess and the
Redemption Amount so adjusted shall be deemed
retroactively to the date of issue of the share to
have been its Redemption Amount. If more than one
share in respect of the consideration transferred
is issued and outstanding and still held by the
original holder thereof, the increase in the
Redemption Amount shall be made pro rata; and
(ii) In any other case, the Redemption Amounts of all
other Preferred shares of the same class held by
that original holder at the date of adjustment
shall be increased by an amount equal to the
excess divided by the number of such Preferred
shares and the Redemption Amount of each such
share shall be deemed retroactively to the date of
issue to have been its Redemption Amount; and if
no such shares are held by the original holder at
the date of adjustment the Directors shall issue
to him Preferred shares of the same class having
an aggregate
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Redemption Amount equal to the amount of the
excess.
27.4. Subject to the provisions of the "Company Act", the Company
shall, upon receiving notice as hereinafter provided from a shareholder holding
Preferred shares, redeem the number of Preferred shares registered in the name
of the shareholder which are specified in the notice by paying to such
shareholder for each Preferred share, to be redeemed the Redemption Amount
thereof as defined in Article 27.3. hereof, together with any dividends declared
thereon and unpaid. Not less than twenty-one (21) days notice in writing-of such
redemption shall be given to the Company by the shareholder seeking to have the
Preferred shares redeemed, such notice to be delivered by mailing to the
registered office of the Company specifying the number of Preferred shares to be
redeemed and surrendering the necessary number of share certificates for
cancellation. The Company may waive any notice required to be given under this
paragraph, and such waiver, whether given before or after the redemption, shall
cure any default in giving such notice.
27.5. In the event of the liquidation, dissolution or winding-up of
the Company, whether voluntary or involuntary, the holders of the. Preferred
shares shall be entitled to receive the Redemption Amount thereof together with
an amount equal to any dividends declared and unpaid thereon, before any amount
shall be paid or any property or assets distributed to the holders of the Common
shares and upon payment of the amount so payable to them, the holders of the
Preferred shares shall not be entitled to participate any further in the
distribution of the remainder of the property and assets of the Company.
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