ARTICLES OF AMALGAMATION
Name of corporation is:
EAGLE EYE ENTERTAINMENT INC.
Address:
1220 Yonge Street, Suite 300
Toronto, Ontario M5K1N2
Number of Directors:
Minimum 1 - Maximum 10
The Directors are:
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Name Residence Resident Canadian State
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Ronald D. Andrew 37 St. Andrews Gardens Yes
Toronto, Ontario
M5A 2N4
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David Mirvish 266 King Street West Yes
Toronto, Ontario
M5V 1H9
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5. (A) The amalgamation agreement has been duly adopted by the
shareholders of each of the amalgamating corporations as required by
subsection 176(4) of the Business Corporations Act on the date set out
below. (stop)
and are more particularly set out in these articles.
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Names of amalgamating corporations Corporation Number Date
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EAGLE EYE ENTERTAINMENT INC. 1180418 JUNE 30, 1998
1182992 ONTARIO LIMITED 1182992 JUNE 30, 1998
1177322 ONTARIO INC. 1177322 JUNE 30, 1998
6. Restrictions
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None
7. The classes and any maximum number of shares that the corporation is
authorized to issue:
an unlimited number of Class "A" Shares and 40 Class "B" Shares
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7. Rights, privileges, restrictions and conditions attaching to each class of
shares and directors authority with respect to any class of shares which may be
issued in series:
A. The Class "A" shares, shall have attached thereto, as a class, the
following rights, privileges, restrictions and conditions:
(1) The holders of the Class "A" shares shall be entitled to 1
vote per Class "A" share at all meetings of shareholders of
the Corporation, other than meetings of holders of a class of
shares other than the Class "A" shares.
(2) The holders of the Class "A" shares shall be entitled to
receive and the Corporation shall pay thereon, as and when
declared by the directors of the Corporation out of moneys of
the Corporation properly applicable to the payment of
dividends, such non-cumulative dividends as the directors may
from time to time declare. The Class "A" shares need not
participate equally as to dividends with any other class of
shares in the capital of the Corporation and, for greater
certainty, it is hereby declared that the directors may
declare and pay dividends in any financial year or years on
one or more classes of shares in the capital of the
Corporation without declaring or paying any dividends on the
Class "A" shares of the Corporation.
(3) In the event of any distribution of assets of the Corporation
among its shareholders for the purpose of winding up its
affairs the holders of the Class "A" shares and the holders of
the Class "B" shares shall be entitled to share all remaining
property and assets share for share without preference or
distinction.
B. The Class "B" shares shall have attached thereto, as a class, the
following rights, privileges, restrictions and conditions:
(1) Subject to applicable law, the holders of the Class "B" shares
shall not be entitled as such to receive notice of or to
attend any meeting of the shareholders of the Corporation and
shall not be entitled to vote at any meeting, except that the
holders of Class "B" shares shall be entitled to notice of any
meeting of shareholders called for the purpose of authorizing
the dissolution of the Corporation or the sale, lease or
exchange of all or substantially all the property of the
Corporation other than in the ordinary course of business of
the Corporation.
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(2) The holders of the Class "B" shares shall be entitled to
receive and the Corporation shall pay thereon, as and when
declared by the directors of the Corporation out of moneys of
the Corporation properly applicable to the payment of
dividends, such non-cumulative dividends as the directors may
from time to time declare. The Class "B" shares need not
participate equally as to dividends with any other class of
shares in the capital of the Corporation and, for greater
certainty, it is hereby declared that the directors may
declare and pay dividends in any financial year or years on
one or more classes of shares in the capital of the
Corporation without declaring or paying any dividends on the
Class "B" shares of the Corporation.
(3) In the event of any distribution of assets of the Corporation
among its shareholders for the purpose of winding up its
affairs the holders of the Class "B" shares and the holders of
the Class "A" shares shall be entitled to share all remaining
property and assets share for share without preference or
distinction.
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9. The issue, transfer or ownership of shares:
The right to transfer shares of the Corporation is restricted in that no share
shall be transferred except with the consent of the Board of Directors of the
Corporation, to be expressed either by a resolution passed at a meeting of the
Board of Directors or by an instrument or instruments in writing signed by a
majority of the directors.
10. Other provisions:
(a) The number of shareholders of the Corporation, exclusive of
persons who are in its employment 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
fifty, two or more persons who are the joint registered owners
of one or more shares being counted as one shareholder,
(b) any invitation to the public to subscribe for securities of
the Corporation is prohibited.
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EAGLE EYE ENTERTAINMENT INC.
by /s/ Ronald D. Andrew
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Ronald D. Andrew,
President
1182992 ONTARIO LIMITED
by /s/ David Mirvish
---------------------
David Mirvish,
President
1177322 ONTARIO INC.
by /s/ Ronald D. Andrew
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Ronald D. Andrew
President
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