|
1.
|
An
unlimited number of Common Shares, which Common Shares shall have attached
thereto the following rights, privileges, restrictions and
conditions:
|
|
|
(a)
|
Each
holder of the Common Shares shall be entitled to receive notice of and to
attend all meetings of the shareholders of the Corporation, except
meetings at which only holders of other classes or series of shares are
entitled to attend, and at all such meetings shall be entitled to one vote
in respect of each Common Share held by such
holder.
|
|
|
(b)
|
The
holders of the Common Shares shall be entitled, subject to the rights of
the holders of shares of any other class ranking in priority to the Common
Shares, to receive dividends if, as and when declared by the board of
directors of the Corporation out of the assets of the Corporation properly
applicable to the payment of dividends in such amounts at such times and
in such manner as the board of directors may from time to time
determine.
|
|
|
(c)
|
In
the event of the liquidation, dissolution or winding up of the Corporation
or other distribution of assets of the Corporation among its shareholders
for the purpose of winding up its affairs, the holders of the Common
Shares shall be entitled, subject to the rights of the holders of any
other class ranking in priority to the Common Shares, to receive the
remaining assets or property of the Corporation rateably on a per share
basis without preference or
distinction.
|
|
2.
|
An
unlimited number of Class A Preference Shares, such Class A Preference
Shares shall have attached thereto the following rights, privileges,
restrictions and conditions:
|
|
|
(a)
|
Directors’ Right to
Issue in One or More Series: The Class A Preference
Shares may at any time or from time to time be issued in one or more
series. Prior to the issue of the shares of any such series,
the directors shall, subject to the limitations set out below, fix the
number of shares in, and determine the designation, rights, privileges,
restrictions and conditions attaching to the shares of such series
including without limitation:
|
|
|
(i)
|
the
rate, amount or method of calculation of dividends, if any, and whether
the same are subject to
adjustments;
|
|
|
(ii)
|
whether
such dividends are cumulative, partly cumulative or
non-cumulative;
|
|
|
(iii)
|
the
dates, manner and currency of payments of dividends and the dates from
which dividends accrue or become
payable;
|
|
|
(iv)
|
if
redeemable or purchasable, the redemption or purchase prices and the terms
and conditions of redemption or purchase, with or without provision for
sinking or similar funds;
|
|
|
(v)
|
any
conversion, exchange or reclassification rights;
and
|
|
|
(vi)
|
any
other rights, privileges, restrictions and conditions not inconsistent
with these provisions;
|
|
|
(b)
|
Voting
Rights: Except as provided by law and as hereinafter
specifically provided, the holders of the Class A Preference Shares shall
not be entitled to receive notice of or to attend any meeting of the
shareholders of the Corporation and shall not be entitled to vote at any
such meeting. The holders of the Class A Preference Shares
shall, however, be entitled to receive notice of any meeting of the
shareholders of the Corporation called for the purpose of authorizing the
dissolution of the Corporation under the Canada Business Corporations
Act or the sale, lease or exchange of all or substantially all of
the property of the Corporation other than in the ordinary course of
business of the Corporation.
|
|
|
(c)
|
Payment of
Dividends: The Class A Preference Shares of each series
shall, with respect to the payment of dividends, rank on a parity basis
without preference or distinction with the Class A Preference Shares of
every other series and be entitled to a preference over the Common Shares
and the shares of any other class ranking junior to the Class A Preference
Shares. The Class A Preference Shares of any series shall also
be entitled to such other preferences, not inconsistent with these
provisions, over the Common Shares and the shares of any other class of
shares ranking junior to the Class A Preference Shares, as may be fixed in
accordance with Section (a).
|
|
|
(d)
|
Participation Upon
Liquidation, Dissolution and Winding-Up: The Class A Preference
Shares of each series shall, with respect to the distribution of assets in
the event of the liquidation, dissolution or winding-up of the
Corporation, whether voluntary or involuntary, or any other distribution
of the assets of the Corporation among its shareholders for the purpose of
winding-up its affairs, rank on a parity basis without preference or
distinction with the Class A Preference Shares of every other series and
be entitled to a preference over the Common Shares and the shares of any
other class ranking junior to the Class A Preference
Shares. The Class A Preference Shares of any series shall also
be entitled to such other preferences, not inconsistent with these
provisions, over the Common Shares and the shares of any other class of
shares ranking junior to the Class A Preference Shares, as may be fixed in
accordance with Section (a).
|
|
|
(e)
|
The
approval of the holders of the Class A Preference Shares as a class, as to
any matters referred to in these provisions or required by law may be
given as specified below:
|
|
|
(i)
|
Any
approval given by the holders of the Class A Preference Shares shall be
deemed to have been sufficiently given if it shall have been given in
writing by the holders of all of the outstanding Class A Preference Shares
or by a resolution passed at a meeting of holders of Class A Preference
Shares duly called and held for such purpose upon not less than twenty-one
days’ notice at which the holders of at least a majority of the
outstanding Class A Preference Shares are present or are represented by
proxy and carried by the affirmative vote of not less than 66 2/3% of the
votes cast at such meeting. If at any such meeting the holders
of a majority of the outstanding Class A Preference Shares are not present
or represented by proxy within one-half hour after the time appointed for
such meeting, then the meeting shall be adjourned to such date not less
than fifteen days thereafter and to such time and place as may be
designated by the chairman of the meeting and not less than ten days’
written notice shall be given of such adjourned meeting but it shall not
be necessary in such notice to specify the purpose for which the meeting
was originally called. At such adjourned meeting the holders of
the Class A Preference Shares present or represented by proxy shall form a
quorum and may transact the business for which the meeting was originally
called and a resolution passed thereat by the affirmative vote of note
less than 66 2/3% of the votes cast at such meeting shall constitute the
approval of the holders of the Class A Preference
Shares.
|
|
|
(ii)
|
On
every poll taken at any such meeting each holder of Class A Preference
Shares shall be entitled to one vote in respect of each Class A Preference
Share held by him, her or it. Subject to the foregoing, the
formalities to be observed
with respect to the giving or waiving of notice of any such meeting and
the conduct thereof shall be those from time to time prescribed in the
Canada Business
Corporations Act and the by-laws of the Corporation with respect to
meetings of the
shareholders.
|
|
1.
|
The
actual number of directors within the minimum and maximum number set out
in paragraph 6 may be determined from time to time by resolution of the
directors. Any vacancy among the directors resulting from an
increase in the number of directors as so determined may be filled by
resolution of the directors.
|