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EXHIBIT 3.15
[LOGO] Industry Canada Industrie Canada
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Certificate Certificat
of Continuance de prorogation
Canada Business Loi canadienne sur
Corporations Act les societes par actions
CF Cable TV inc.
CF Cable TV inc. 398791-4
---------------------------------------------------- ----------------------------------------------------
Name of corporation -- Denomination de la societe Corporation number -- Numero de la societe
I hereby certify that the above-named corporation was Je certifie que la societe susmentionnee a ete
continued under section 187 of the CANADA BUSINESS proroguee en vertu de l'article 187 de la LOI
CORPORATIONS ACT, as set out in the attached articles CANADIENNE SUR LES SOCIETES PAR ACTIONS, tel qu'il
of continuance. est indique dans les clauses de prorogation
ci-jointes.
(SIGNED) December 20, 2001 / le 20 decembre 2001
Director -- Directeur Date of Continuance -- Date de la prorogation
Canada
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[LOGO] Industry Canada Industrie Canada FORM 11 FORMULE 11
ARTICLES OF CLAUSES DE PROROGATION
Canada Business Loi canadienne sur les CONTINUANCE (ARTICLE 187)
Corporations Act societes par actions (SECTION 187)
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1 - Name of corporation Denomination de la societe
CF Cable TV inc.
CF Cable TV Inc.
2 - The place in Canada where the registered office is to be Lieu au Canada ou doit etre situe le siege social
situated
Province of Quebec
3 - The classes and any maximum number of shares that the Categories et tout nombre maximal d'actions que la societe
corporation is authorized to issue est autorisee a emettre
The attached Schedule A forms an integral part hereof.
4 - Restrictions, if any, on share transfers Restrictions sur le transfert des actions, s'il y a lieu
The attached Schedule B forms an integral part hereof.
5 - Number (or minimum and maximum number) of directors Nombre (ou nombre minimal et maximal) d'administrateurs
MINIMUM: 1 MAXIMUM: 10
6 - Restrictions, if any, on business the corporation may carry Limites imposes a l'activite commerciale de la societe, s'il
on y a lieu
N/A
7 - (1) If change of name effected, previous name (1) S'il y a changement de denomination, denomination
anterieure
CF Cable TV inc.
(2) Details de la constitution
February 19, 1988.
8 - Other provisions, if any Autres dispositions, s'il y a lieu
The attached Schedule C forms an integral part hereof.
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Date Signature Title -- Titre
(SIGNED) Executive Vice President and Chief
Financial Officer
FOR DEPARTMENTAL USE ONLY -- A L'USAGE DU MINISTERE SEULEMENT Filed -- Deposee
Corporation No. -- N(o) de la societe
398791-4 December 21, 2001
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IC 3247 (01-95) (CCA 1391)
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SCHEDULE "A"
relating to the
SHARE CAPITAL
The unlimited share capital of the Corporation shall be comprised of eight
(8) classes of shares with the following rights, privileges, conditions and
restrictions:
A. CLASS "A" SHARES: There shall be an unlimited number of class "A" shares,
without par value, with the following rights, privileges, conditions and
restrictions:
(1) Dividends and Participation. Subject to the rights and privileges
conferred by the other classes of shares, holders of class "A" shares
shall have the following rights, PARI PASSU with holders of class "B" and
class "H" shares:
(a) participate in the property, profits and surplus assets of the
Corporation and, to this end, receive all dividends declared by the
Corporation; and
(b) share in the remaining property of the Corporation upon its
liquidation.
(2) Restriction. In addition to the conditions imposed by section 42 and
subsections 34(2) and 35(3) of the CANADA BUSINESS CORPORATIONS ACT,
respectively, the Corporation shall not pay any dividends on the
class "A" shares or purchase any such shares by mutual agreement if, in
doing so, the realizable value of the Corporation's net assets would be
insufficient to redeem the class "D" and class "E" shares.
(3) Voting Rights. Holders of class "A" shares shall be entitled to vote at
all meetings of shareholders of the Corporation and each class "A" share
shall confer one (1) vote upon them, except at meetings where the right
to vote is limited to holders of shares of another class.
B. CLASS "B" SHARES: There shall be an unlimited number of class "B" shares,
without par value, with the following rights, privileges, conditions and
restrictions:
(1) Dividends and Participation. Subject to the rights and privileges
conferred by the other classes of shares, holders of class "B" shares
shall have the following rights, PARI PASSU with holders of class "A" and
class "H" shares:
(a) participate in the property, profits and surplus assets of the
Corporation and, to this end, receive all dividends declared by the
Corporation; and
(b) share in the remaining property of the Corporation upon its
liquidation.
(2) Restriction. In addition to the conditions imposed by section 42 and
subsections 34(2) and 35(3) of the CANADA BUSINESS CORPORATIONS ACT, the
Corporation shall not pay any dividends on the class "B" shares or
purchase any such shares by mutual agreement if, in doing so, the
realizable value of the Corporation's net assets would be insufficient to
redeem the class "D" and class "E" shares.
(3) Voting Rights. Holders of class "B" shares shall be entitled to vote at
all meetings of shareholders of the Corporation and each class "B" share
shall confer one (1) vote upon them, except at meetings where the right
to vote is limited to holders of shares of another class.
(4) Right to Exchange. Subject to the combined approval of the directors of
the Corporation and of the holders of the majority of the outstanding
class "D" shares, holders of class "B" shares shall be entitled to
require, upon demand and with respect to all or part of their shares, the
issuance of one class "D" share in exchange for any class "B" share, the
whole in accordance with the following proportions: the conversion rate
shall be one class "D" share for each class "B" share exchanged, with the
new class "D" share having attributed thereto the exact same amount as
the amount paid into the appropriate subdivision of the issued and
paid-up share capital account for the class "B" share that has been
exchanged.
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C. CLASS "C" SHARES: There shall be an unlimited number of class "C"
shares, without par value, with the following rights, privileges,
conditions and restrictions:
(1) Dividends and Participation. Holders of class "C" shares shall not
participate in the profits or surplus assets of the Corporation and, to
this end, they are not entitled to receive any dividends declared by the
Corporation.
(2) Repayment. If the Corporation's assets are distributed for any reason
whatsoever, including a dissolution, voluntary liquidation or forced
liquidation, holders of class "C" shares shall be entitled, in preference
to holders of all other classes of shares, to repayment of the amount
paid into the stated capital account for the class "C" shares.
(3) Voting Rights. Holders of class "C" shares shall be entitled to vote at
all meetings of shareholders of the Corporation and each class "C" share
shall confer one (1) vote upon them, except at meetings where the right
to vote is limited to holders of shares of another class.
(4) Automatic Redemption. Subject to the provisions of
subsection 36(2) of the CANADA BUSINESS CORPORATIONS ACT, the Corporation
shall automatically redeem the class "C" shares held by a shareholder
upon his death. The Corporation shall have thirty (30) days from the date
of death within which to pay to the deceased's testamentary executors or
administrators a price equal to the amount paid for these shares into the
stated capital account for the class "C" shares, the whole upon receipt
of the certificates representing the redeemed shares.
The class "C" shares which have been so redeemed shall be cancelled as of
their redemption date and, in accordance with the provisions of
subsection 39(1) of the CANADA BUSINESS CORPORATIONS ACT, the Corporation
shall reduce the stated capital account for the class "C" shares.
(5) Right to Purchase. Subject to the provisions of
subsections 34(2) and 35(3) of the CANADA BUSINESS CORPORATIONS ACT, the
Corporation may, when it deems it appropriate, purchase by mutual
agreement and at the best possible price, all or part of the outstanding
class "C" shares, the whole without being required to give a notice or
take the other classes of shares into account.
The class "C" shares which have been so purchased shall be cancelled
automatically as of their purchase date and, in accordance with the
provisions of subsection 39(1) of the CANADA BUSINESS CORPORATIONS ACT,
the Corporation shall reduce the stated capital account for the
class "C" shares.
D. CLASS "D" SHARES: There shall be an unlimited number of class "D" shares,
without par value, with the following rights, privileges, conditions and
restrictions:
(1) Dividends. Holders of class "D" shares shall be entitled to receive, in
preference to holders of class "A", class "B", class "E", class "F",
class "G" and class "H" shares, from the funds available for the payment
of dividends and when dividends are declared by the Corporation, a
monthly, preferred and non-cumulative dividend which shall not exceed the
declared dividend and which shall be equal to one percent (1%) per month
of the "redemption value" of the class "D" shares, as such "redemption
value" is defined in paragraph (5) hereinbelow. The Corporation shall not
declare a dividend for more than one month at a time, and the directors
shall determine the date, time and terms and conditions of payment
thereof.
(2) Repayment. If the Corporation's assets are distributed for any reason
whatsoever, including a dissolution, voluntary liquidation or forced
liquidation, holders of class "D" shares shall be entitled, in preference
to holders of class "A", class "B", class "E", class "F", class "G" and
class "H" shares, but after holders of class "C" shares, to the payment
of the "redemption value" of the class "D" shares, as such "redemption
value" is defined in paragraph (5) hereinbelow, plus any declared but
unpaid dividends on the class "D" shares.
(3) Additional Participation. The class "D" shares shall not confer any
other right to share in any of the profits or surplus assets of the
Corporation.
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(4) Voting Rights. Subject to the provisions of the CANADA BUSINESS
CORPORATIONS ACT, holders of class "D" shares shall not, in their
capacity as such, be entitled to receive notices of meetings of
shareholders of the Corporation, attend same or vote thereat.
(5) Right of Redemption. Subject to the provisions of subsection 36(2) of
the CANADA BUSINESS CORPORATIONS ACT, holders of class "D" shares shall,
at all times and upon written notice, be entitled to require the
Corporation to redeem their shares at a price equal to the amount paid
for these shares into the stated capital account for the class "D"
shares, plus a premium equal to the difference between the amount paid
for these shares into the stated capital account for the class "D" shares
and the fair market value of the class "A" [SIC] shares upon their
exchange for class "D" shares.
The redemption price so determined shall be the "redemption value" of the
class "D" shares, to which shall be added, if applicable, the amount to
be paid by the Corporation as declared, but unpaid, dividends on the said
class "D" shares. In establishing the value of the aforementioned
premium, the Corporation and the holders of class "D" shares shall rely
on the fair market value of the class "B" shares upon their exchange for
class "D" shares.
In case of disagreement with the federal or provincial Ministry of
Revenue, the Ministry of Revenue's evaluation of the fair market value of
the class "B" shares upon their exchange shall prevail, and the amount of
the premium shall be adjusted accordingly, if the Ministry of Revenue
provides the Corporation and the holder of class "D" shares the
opportunity to contest its evaluation with the Ministry of Revenue or
before the courts. In case of discrepancy between the federal and
provincial evaluations, the amount of the premium shall be based on the
lower of the evaluations established in accordance with an uncontested
assessment or a final judgment, as the case may be.
The class "D" shares which have been so redeemed at the request of a
shareholder shall be cancelled as of their redemption date and, in
accordance with the provisions of subsection 39(1) of the CANADA BUSINESS
CORPORATIONS ACT, the Corporation shall reduce the stated capital account
for the class "D" shares.
(6) Right to Purchase. Subject to the provisions of
subsections 34(2) and 35(3) of the CANADA BUSINESS CORPORATIONS ACT, the
Corporation may, when it deems it appropriate, purchase by mutual
agreement and at the best possible price, all or part of the outstanding
class "D" shares, the whole without being required to give a notice or
take the other classes of shares into account. However, the purchase
price shall not, under any circumstances, exceed the aforementioned
redemption price or exceed the realizable value of the Corporation's net
assets.
The class "D" shares which have been so purchased shall be cancelled
automatically as of their purchase date and, in accordance with the
provisions of subsection 39(1) of the CANADA BUSINESS CORPORATIONS ACT,
the Corporation shall reduce the stated capital account for the
class "D" shares.
E. CLASS "E" SHARES: There shall be an unlimited number of class "E" shares,
without par value, with the following rights, privileges, conditions and
restrictions:
(1) Dividends. When dividends are declared by the Corporation, holders of
class "E" shares shall be entitled to receive, in preference to holders
of class "A", class "B", class "F", class "G" and class "H" shares, but
after holders of class "D shares, from the funds available for the
payment of dividends, a monthly, preferred and non-cumulative dividend
which shall not exceed the declared dividend and which shall be equal to
one percent (1%) per month of the "redemption value" of the class "E"
shares, as such "redemption value" is defined in
paragraph (5) hereinbelow. The Corporation shall not declare a dividend
for more than one month at a time, and the directors shall determine the
timing and the terms and conditions of payment thereof.
(2) Repayment. If the Corporation's assets are distributed for any reason
whatsoever, including a dissolution, voluntary liquidation or forced
liquidation, holders of class "E" shares shall be entitled, in preference
to holders of class "A", class "B", class "F", class "G" and class "H"
shares, but after holders of class "C" and class "D" shares, to the
payment of the "redemption value" of the class "E"
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shares, as such "redemption value" is defined in
paragraph (5) hereinbelow, plus any declared but unpaid dividends on the
class "E" shares.
(3) Additional Participation. The class "E" shares shall not confer any
other right to share in any of the profits or surplus assets of the
Corporation.
(4) Voting Rights. Subject to the provisions of the CANADA BUSINESS
CORPORATIONS ACT, holders of class "E" shares shall not, in their
capacity as such, be entitled to receive notices of meetings of
shareholders of the Corporation, attend same or vote thereat.
(5) Right of Redemption. Subject to the provisions of subsection 36(2) of
the CANADA BUSINESS CORPORATIONS ACT, each holder of class "E" shares
shall, at all times and upon written notice, be entitled to require the
Corporation to redeem all or part of his shares at a price equal to the
amount paid for the said share(s) into the stated capital account for the
class "E" shares, plus a premium equal to the difference between the fair
market value of the consideration received by the Corporation upon the
issuance of the said class "E" share(s), as consideration for the
issuance thereof, and the total of the following amounts:
(a) the amount paid for the said share(s) into the stated capital account
for the class "E" shares, and
(b) the fair market value of any property, other than a class "E" share,
given by the Corporation as payment for such consideration.
The redemption price so determined shall be the "redemption value" of the
said class "E" share(s), to which shall be added, if applicable, the
amount to be paid by the Corporation as declared, but unpaid, dividends
on the said class "E" share(s). The Corporation and the person
subscribing for class "E" shares shall, upon the issuance of the
class "E" shares, mutually determine the fair market value of the
aforementioned consideration. In case of disagreement with the federal or
provincial Ministry of Revenue, the Ministry's evaluation of the fair
market value of said consideration shall prevail, and the amount of the
premium shall be adjusted accordingly, if the Ministry provides the
Corporation and the holder of class "E" shares the opportunity to contest
its evaluation with the Ministry or before the courts. In case of
discrepancy between the federal and provincial evaluations, the amount of
the premium shall be based on the lower of the evaluations established in
accordance with an uncontested assessment or a final judgment, as the
case may be.
If, before the redemption price provided for in the preceding sentence is
adjusted, the Company has paid an amount, in cash or in any other form of
consideration, to a holder of class "E" shares, whether in connection
with a redemption or purchase of class "E" shares either at the option of
the holder or of the Company, and the amount so paid for the class "E"
shares differs from the redemption price as adjusted, the holder or the
Company, as the case may be, shall immediately pay to the holder or to
the Company, as the case may be, the necessary amount to ensure that the
amount paid in connection with such redemption or purchase is equal to
the redemption price as so adjusted.
Furthermore, if, at the time of the adjustment, dividends have already
been declared and paid on the class "E" shares, the dividends shall be
adjusted so as to reflect the adjustment in the redemption price.
The Corporation shall redeem class "E" shares without taking the other
classes of shares into account, and it shall have thirty (30) days from
the date of redemption within which to pay the redemption price to the
former holder of class "E" shares. If the provisions of
subsection 36(2) of the CANADA BUSINESS CORPORATIONS ACT do not allow the
Corporation to respect this deadline, the Corporation shall pay an
initial portion of the redemption price within the said period of thirty
(30) days and it shall pay any unpaid balance as soon as it is legally
entitled to do so.
Any class "E" share which has been so redeemed at the option of its
holder shall be cancelled as of its redemption date and, in accordance
with the provisions of subsection 39(1) of the CANADA BUSINESS
CORPORATIONS ACT, the Corporation shall reduce the stated capital account
for the class "E" shares.
(6) Right to Purchase. Subject to the provisions of
subsections 34(2) and 35(3) of the CANADA BUSINESS CORPORATIONS ACT, the
Corporation may, when it deems it appropriate, purchase by mutual
agreement and
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at the best possible price, all or part of the outstanding class "E"
shares, the whole without being required to give a notice or take the
other classes of shares into account. However, the purchase price shall
not, under any circumstances, exceed the aforementioned redemption price
or exceed the realizable value of the Corporation's net assets.
The class "E" shares which have been so purchased shall be cancelled
automatically as of their purchase date and, in accordance with the
provisions of subsection 39(1) of the CANADA BUSINESS CORPORATIONS ACT,
the Corporation shall reduce the stated capital account for the
class "E" shares.
F. CLASS "F" SHARES: There shall be an unlimited number of class "F" shares,
without par value, with the following rights, privileges, conditions and
restrictions:
(1) Dividends. When dividends are declared by the Corporation, holders of
class "F" shares shall be entitled to receive, in preference to holders
of class "A", class "B", class "G" and class "H" shares, but after
holders of class "D and class "E" shares, from the funds available for
the payment of dividends, an annual, preferred and non-cumulative
dividend which shall not exceed the declared dividend and which shall be
equal to one dollar ($1) per share; the directors shall determine the
timing and the terms and conditions of payment thereof.
(2) Repayment. If the Corporation's assets are distributed for any reason
whatsoever, including a dissolution, voluntary liquidation or forced
liquidation, holders of class "F" shares shall be entitled, in preference
to holders of class "A", class "B", class "G" and class "H" shares, but
after holders of class "C", class "D" and class "E" shares, to repayment
of the amount paid for the said shares into the stated capital account
for the class "F" shares, plus any declared but unpaid dividends on the
class "F" shares.
(3) Additional Participation. The class "F" shares shall not confer any
other right to share in any of the profits or surplus assets of the
Corporation.
(4) Voting Rights. Subject to the provisions of the CANADA BUSINESS
CORPORATIONS ACT, holders of class "F" shares shall not, in their
capacity as such, be entitled to receive notices of meetings of
shareholders of the Corporation, attend same or vote thereat.
(5) Right of Redemption. Subject to the provisions of subsection 36(2) of
the CANADA BUSINESS CORPORATIONS ACT, holders of class "F" shares shall,
at all times and upon written notice, be entitled to require the
Corporation to redeem all or part of their shares at a price equal to the
amount paid for the said shares into the stated capital account for the
class "F" shares, plus, if applicable, the amount to be paid by the
Corporation as declared, but unpaid, dividends on the said class "F"
shares. The Corporation shall carry out the redemption upon receipt of
the redemption request, and it shall have thirty (30) days following such
date within which to pay the redemption price to the former holders of
class "F" shares. If the provisions of subsection 36(2) of the CANADA
BUSINESS CORPORATIONS ACT do not allow the Corporation to respect this
deadline, the Corporation shall pay an initial portion of the redemption
price within the said period of thirty (30) days and it shall pay any
unpaid balance as soon as it is legally entitled to do so.
The class "F" shares which have been so redeemed at the request of a
shareholder shall be cancelled as of their redemption date and, in
accordance with the provisions of the CANADA BUSINESS CORPORATIONS ACT,
the Corporation shall reduce the stated capital account for the
class "F" shares.
(6) Right to Purchase. Subject to the provisions of
subsections 34(2) and 35(3) of the CANADA BUSINESS CORPORATIONS ACT, the
Corporation may, when it deems it appropriate, purchase by mutual
agreement and at the best possible price, all or part of the outstanding
class "F" shares, the whole without being required to give a notice or
take the other classes of shares into account.
The class "F" shares which have been so purchased shall be cancelled
automatically as of their purchase date and, in accordance with the
provisions of the CANADA BUSINESS CORPORATIONS ACT, the Corporation shall
reduce the stated capital account for the class "F" shares.
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G. CLASS "G" SHARES: There shall be an unlimited number of class "G" shares,
without par value, with the following rights, privileges, conditions and
restrictions:
(1) Dividends. When dividends are declared by the Corporation, holders of
class "G" shares shall be entitled to receive, in preference to holders
of class "A", class "B" and class "H" shares, but after holders of class
"D, class "E" and class "F" shares, from the funds available for the
payment of dividends, an annual, preferred and non-cumulative dividend
which shall not exceed the declared dividend and which shall be equal to
one dollar ($1) per share; the directors shall determine the timing and
the terms and conditions of payment thereof.
(2) Repayment. If the Corporation's assets are distributed for any reason
whatsoever, including a dissolution, voluntary liquidation or forced
liquidation, holders of class "G" shares shall be entitled, in preference
to holders of class "A", class "B" and class "H" shares, but after
holders of class "C", class "D", class "E" and class "F" shares,
to repayment of the amount paid for the said shares into the stated
capital account for the class "G" shares, plus any declared but unpaid
dividends on the class "G" shares.
(3) Additional Participation. The class "G" shares shall not confer any
other right to share in any of the profits or surplus assets of the
Corporation.
(4) Voting Rights. Subject to the provisions of the CANADA BUSINESS
CORPORATIONS ACT, holders of class "G" shares shall not, in their
capacity as such, be entitled to receive notices of meetings of
shareholders of the Corporation, attend same or vote thereat.
(5) Unilateral Right of Redemption. Subject to the provisions of
subsection 36(2) of the CANADA BUSINESS CORPORATIONS ACT, the Corporation
may, when it deems it appropriate and upon written notice of thirty
(30) days, unilaterally redeem the class "G" shares at a price equal to
the amount paid for these shares into the stated capital account for the
class "G" shares, plus, if applicable, the amount of the declared, but
unpaid, dividends on the said shares. If the Corporation carries out a
partial redemption, such redemption shall be carried out pro rata to the
number of class "G" shares outstanding, without taking share fractions
into account.
The class "G" shares which have been so redeemed shall be cancelled as of
their redemption date and, in accordance with the provisions of
subsection 39(1) of the CANADA BUSINESS CORPORATIONS ACT, the Corporation
shall reduce the stated capital account for the class "G" shares.
(6) Right to Purchase. Subject to the provisions of
subsections 34(2) and 35(3) of the CANADA BUSINESS CORPORATIONS ACT, the
Corporation may, when it deems it appropriate, purchase by mutual
agreement and at the best possible price, all or part of the outstanding
class "G" shares, the whole without being required to give a notice or
take the other classes of shares into account.
The class "G" shares which have been so purchased shall be cancelled
automatically as of their purchase date and, in accordance with the
provisions of subsection 39(1) of the CANADA BUSINESS CORPORATIONS ACT,
the Corporation shall reduce the stated capital account for the
class "G" shares.
H. CLASS "H" SHARES: There shall be an unlimited number of class "H" shares,
without par value, with the following rights, privileges, conditions and
restrictions:
(1) Dividends and Participation. Subject to the rights and privileges
conferred by the other classes of shares, holders of class "H" shares
shall have the following rights, PARI PASSU with holders of class "A" and
class "B" shares:
(a) participate in the property, profits and surplus assets of the
Corporation and, to this end, receive all dividends declared by the
Corporation; and
(b) share in the remaining property of the Corporation upon its
liquidation.
(2) Restriction. In addition to the conditions imposed by section 42 and
subsections 34(2) and 35(3) of the CANADA BUSINESS CORPORATIONS ACT, the
Corporation shall not pay any dividends on the class "H" shares
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or purchase any such shares by mutual agreement if, in doing so, the
realizable value of the Corporation's net assets would be insufficient to
redeem the class "D" and class "E" shares.
(3) Voting Rights. Subject to the provisions of the CANADA BUSINESS
CORPORATIONS ACT, holders of class "H" shares shall not, in their
capacity as such, be entitled to receive notices of meetings of
shareholders of the Corporation, attend same or vote thereat.
(4) Right of Redemption. Subject to the provisions of subsection 36(2) of
the CANADA BUSINESS CORPORATIONS ACT, holders of class "H" shares shall,
at all times and upon written notice, be entitled to require the
Corporation to redeem all or part of their shares at a price equal to the
amount paid for the said shares into the stated capital account for the
class "H" shares. The Corporation shall carry out the redemption upon
receipt of the redemption request, and it shall have thirty (30) days
following such date within which to pay the redemption price to the
former holders of class "H" shares. If the provisions of
subsection 36(2) of the CANADA BUSINESS CORPORATIONS ACT do not allow the
Corporation to respect this deadline, the Corporation shall pay an
initial portion of the redemption price within the said period of thirty
(30) days and it shall pay any unpaid balance as soon as it is legally
entitled to do so.
The class "H" shares which have been so redeemed at the request of a
shareholder shall be cancelled as of their redemption date and, in
accordance with the provisions of subsection 39(1) of the CANADA BUSINESS
CORPORATIONS ACT, the Corporation shall reduce the stated capital account
for the class "H" shares.
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SCHEDULE "B"
relating to
RESTRICTIONS ON SHARE ASSIGNMENTS
No shares of the Corporation shall be assigned without the consent of the
directors, which consent shall be evidenced by a resolution of the board of
directors. However, such consent may be given after the assignment has been
recorded in the Corporation's minute book, in which case such consent shall be
valid and shall take effect retroactively on the date the assignment of shares
was recorded.
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SCHEDULE "C"
relating to
OTHER PROVISIONS
1. The number of shareholders of the Corporation shall be limited to 50,
exclusive of present or former employees of the Corporation or of a
subsidiary; two or more persons jointly holding one or more shares shall be
counted as one shareholder.
2. There shall not be any distribution of securities to the public by the
Corporation.
3. The directors may, whenever they deem appropriate:
(a) borrow money on the credit of the Corporation;
(b) issue debentures or other securities of the Corporation and pledge or
sell same for such sums and at such price as may be deemed expedient;
(c) hypothecate the immovable or movable property of the Corporation or
otherwise encumber the movable property of the Corporation.
None of the provisions of the preceding paragraphs shall limit or restrict
the sums borrowed by the Corporation by means of any bill of exchange or
promissory note made, drawn, accepted or endorsed by or on behalf of the
Corporation.
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