1-9025
(Commission File Number)
|
Not Applicable
(IRS Employer Identification No.)
|
o |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
o |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
o |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
o |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
3.1 | Certificate of Continuation |
3.2 | Notice of Articles |
3.3 | Articles |
VISTA GOLD CORP.
(Registrant)
|
|
June 11, 2013 |
By:
/s/John F. Engele
|
John F. Engele
Chief Financial Officer
|
Exhibit | Description |
3.1 | Certificate of Continuation |
3.2 | Notice of Articles |
3.3 | Articles |
PART 1
INTERPRETATION
|
1 | ||
1.1 |
Definitions
|
1 | |
1.2 | Business Corporations Act and Interpretation Act Definitions Applicable | 1 |
PART 2
RESOLUTIONS AND MAJORITIES
|
1 | ||
2.1 |
Directors’ Resolution
|
1 | |
2.2 |
Ordinary Resolution
|
3 | |
2.3 |
Special Resolution
|
3 | |
2.4 |
Special Majority
|
4 | |
2.5 |
Special Separate Majority
|
4 | |
2.6 |
Consent Resolution
|
4 | |
PART 3
SHARE CERTIFICATES
|
4 | ||
3.1 |
Mailing of Certificates
|
4 | |
3.2 |
Replacement of Lost or Destroyed Certificate
|
4 | |
3.3 |
Consolidation of Certificates
|
4 | |
3.4 |
Fee for Certificates
|
5 | |
3.5 |
Non-Recognition of Trusts
|
5 | |
3.6 |
Central Securities Register
|
5 | |
PART 4
ISSUE, TRANSFER AND TRANSMISSION OF SHARES
|
5 | ||
4.1 |
Mailing of Certificates
|
5 | |
4.2 |
Transferability and Instrument of Transfer
|
5 | |
4.3 |
Submission of Instruments of Transfer
|
5 | |
4.4 |
Authority in Instrument of Transfer
|
5 | |
4.5 |
Enquiry as to Title Not Required
|
5 | |
4.6 |
Transfer Fee
|
6 | |
4.7 |
Personal Representative Recognized
|
6 | |
4.8 |
Jointly Held Shares
|
6 |
PART 5
PURCHASE OF SHARES
|
6 | ||
5.1 |
Company Authorized to Purchase its Shares
|
6 | |
5.2 |
Offer to Purchase Shares
|
6 |
5.3 |
Shareholder may Waive
|
7 |
PART 6
BORROWING POWERS
|
7 | ||
6.1 |
Powers of Directors
|
7 | |
6.2 |
Negotiability of Debt Obligations
|
7 | |
6.3 |
Special Rights on Debt Obligations
|
7 | |
6.4 |
Execution of Debt Obligations
|
7 |
PART 9
VOTES OF SHAREHOLDERS
|
10 | ||
9.1 |
Number of Votes Per Share or Shareholder
|
10 | |
9.2 |
Votes of Persons in Representative Capacity
|
11 | |
9.3 |
Votes by Joint Holders
|
11 | |
9.4 |
Representative of a corporate shareholder
|
11 | |
9.5 |
Appointment of Proxy Holders
|
11 | |
9.6 |
Execution of Proxy Instrument
|
11 | |
9.7 |
Qualification of Proxy Holder
|
12 | |
9.8 |
Deposit of Proxy
|
12 | |
9.9 |
Validity of proxy vote
|
12 | |
9.10 |
Form of Proxy
|
13 | |
9.11 |
Revocation of Proxy
|
13 | |
9.12 |
Revocation of Proxy Will Be Signed
|
13 |
10.2 |
Number of Directors
|
13 | |
10.3 |
Directors’ Acts Valid Despite Vacancy
|
13 | |
10.4 |
Qualification of Directors
|
14 | |
10.5 |
Remuneration and Expenses of Directors
|
14 | |
10.6 |
Right to Office and Contract with Company
|
14 | |
10.7 |
Director Acting in Professional Capacity
|
14 | |
10.8 |
Alternate Directors
|
14 | |
|
PART 12
PROCEEDINGS OF DIRECTORS
|
18 | ||
12.1 |
Meetings and Quorum
|
18 | |
12.2 |
Chair
|
18 | |
12.3 |
Call and Notice of Meetings
|
18 | |
12.4 |
Validity of Meeting Despite Failure to Give Notice
|
18 | |
12.5 |
Meeting Participation
|
18 | |
12.6 |
Competence of Quorum
|
19 | |
12.7 |
Committees
|
19 | |
12.8 |
Validity of Meeting if Directorship Deficient
|
19 | |
12.9 |
Majority Rule and Casting Vote
|
19 | |
|
PART 13
OFFICERS
|
19 | ||
13.1 |
Appointment of Officers
|
19 |
PART 15
ACCOUNTING RECORDS AND AUDITORS
|
20 | ||
15.1 |
Accounts to be Kept
|
20 | |
15.2 |
Location of Accounts
|
20 | |
15.3 |
Remuneration of Auditors
|
20 |
PART 16
SENDING OF RECORDS
|
20 | ||
16.1 |
Manner of Sending Records
|
20 | |
16.2 |
Sending to Joint Holders
|
21 | |
16.3 |
Date Record Deemed Received
|
21 |
PART 17
NOTICES
|
21 | ||
17.1 |
Minimum Number of Days
|
21 | |
17.2 |
Persons to Receive Notice
|
21 |
PART 18
EXECUTION OF DOCUMENTS
|
21 | ||
18.1 |
Seal Optional
|
21 | |
18.2 |
Official Seal
|
21 | |
18.3 |
Affixing of Seal to Documents
|
22 |
PART 19
INDEMNIFICATION
|
22 | ||
19.1 |
Definitions
|
22 | |
19.2 |
Mandatory Indemnification of Eligible Parties
|
23 | |
19.3 |
Non-Compliance with Business Corporations Act
|
23 | |
19.4 |
Advance Expenses
|
23 | |
19.5 |
Indemnity Restricted
|
23 | |
19.6 |
Company May Purchase Insurance
|
23 |
PART 20
RESTRICTION ON SECURITY TRANSFERS
|
23 | ||
20.1 |
Application
|
23 | |
20.2 |
Directors May Decline to Approve Transfer
|
24 |
PART 21
AUTHORIZED SHARE STRUCTURE
|
24 | ||
21.1 |
Described in Notice of Articles
|
24 | |
21.2 |
Directors May Decline to Approve Transfer
|
24 |
PART 22
RESTRICTIONS ON BUSINESS OR POWERS
|
24 | ||
22.1 |
Restrictions
|
24 |
PART 23
SHARE RIGHTS AND RESTRICTIONS
|
24 | ||
23.1 |
Common Shares
|
24 |
|
(a)
|
“Board of Directors” or “Board” or “the directors” means the directors or the sole director of the Company for the time being, as the case may be;
|
|
(b)
|
“Business Corporations Act” means the
Business Corporations Act
(British Columbia) from time to time in force and all amendments to that Act and includes all regulations and amendments made pursuant to that Act;
|
|
(c)
|
“Company” means
VISTA GOLD CORP.
or any other name which it may from time to time change to and adopt pursuant to the Business Corporations Act;
|
|
(d)
|
“prescribed address” of a director means the address as recorded in the register of directors to be kept pursuant to the Business Corporations Act;
|
|
(e)
|
“registered address” of a shareholder means the last known address of that shareholder as recorded in the central securities register to be kept pursuant to the Business Corporations Act;
|
|
(f)
|
“registered owner”, when used with respect to a share of the Company, means the person registered in the central securities register as the shareholder in respect of such share.
|
|
(a)
|
if the class rights so authorize:
|
|
(i)
|
create one or more series of shares out of a class of shares, and when creating such series of shares:
|
|
(A)
|
determine the maximum number or determine that there is no maximum number of shares that the company is authorized to issue for such series of shares created;
|
|
(B)
|
create and attach special rights or restrictions to the shares of any such series of shares created; and
|
|
(C)
|
create an identifying name for the shares of any such series of shares created;
|
|
(ii)
|
for a series of shares of which there are no issued shares:
|
|
(A)
|
alter any determination of the number of shares of which the series shall consist;
|
|
(B)
|
alter the identifying name of shares of the series of shares; or
|
|
(C)
|
alter any special rights or restrictions attached to the shares of the series of shares;
|
|
(b)
|
redeem or repurchase shares;
|
|
(c)
|
accept a surrender of shares by way of gift or for cancellation;
|
|
(d)
|
convert fractional shares into whole shares on a subdivision or consolidation of shares or on a redemption, purchase or surrender of shares;
|
|
(e)
|
change its name;
|
|
(f)
|
adopt or change a translation of its name;
|
|
(g)
|
subdivide all or any of its unissued shares with par value into shares of smaller par value;
|
|
(h)
|
subdivide all or any of its unissued shares without par value;
|
|
(i)
|
consolidate all or any of its unissued shares with par value into shares of larger par value;
|
|
(j)
|
consolidate all or any of its unissued shares without par value;
|
|
(k)
|
eliminate any class or series of shares if none of the shares of that class or series of shares are allotted or issued;
|
|
(l)
|
change all or any of its unissued shares with par value into shares without par value;
|
|
(m)
|
change all or any of its unissued shares without par value into shares with par value; or
|
|
(n)
|
alter the identifying name of any of its classes of shares;
|
|
(a)
|
deal with all matters set out in Article 2.1;
|
|
(b)
|
establish a maximum number of shares that the company is authorized to issue out of any class of shares for which no maximum is established;
|
|
(c)
|
increase, reduce or eliminate the maximum number of shares that the company is authorized to issue out of any class of shares;
|
|
(d)
|
for a class of shares of which there are no issued shares, create special rights or restrictions for, and attach those special rights or restrictions to, the shares of the class of shares; or
|
|
(e)
|
for a class of shares of which there are no issued shares, vary or delete any special rights or restrictions attached to the shares of the class of shares;
|
|
(a)
|
deal with all matters set out in Article 2.1 and Article 2.2;
|
|
(b)
|
alter its notice of articles;
|
|
(c)
|
alter these Articles;
|
|
(d)
|
create one or more classes of shares;
|
|
(e)
|
subdivide all or any of its fully paid issued shares with par value into shares of smaller par value;
|
|
(f)
|
subdivide all or any of its fully paid issued shares without par value;
|
|
(g)
|
consolidate all or any of its fully paid issued shares with par value into shares of larger par value;
|
|
(h)
|
consolidate all or any of its fully paid issued shares without par value;
|
|
(i)
|
if the company is authorized to issue shares of a class of shares with par value;
|
|
(i)
|
subject to the Business Corporations Act, decrease the par value of those shares, or
|
|
(ii)
|
increase the par value of those shares if none of the shares of that class of shares are allotted or issued;
|
|
(j)
|
change all or any of its fully paid issued shares with par value into shares without par value;
|
|
(k)
|
for a class or series of shares of which there are issued shares, create special rights or restrictions for, and attach those special rights or restrictions to, the shares of the class or series of shares;
|
|
(l)
|
for a class or series of shares of which there are issued shares, vary or delete any special rights or restrictions attached to the shares of the class or series of shares; or
|
|
(m)
|
otherwise alter its authorized share structure when required or permitted to do so by the Business Corporations Act.
|
|
(a)
|
is worn out or defaced, the directors may, upon production to them of that certificate and upon such other terms, if any, that they determine, order the certificate to be cancelled and issue a new certificate to replace the cancelled certificate;
|
|
(b)
|
is lost, stolen or destroyed, then upon production of proof to the satisfaction of the directors and upon provision of such indemnity and security, if any, that the directors deem adequate,
a new share certificate must be issued to the person entitled to the lost, stolen or destroyed certificate.
|
|
(a)
|
purchase any of its shares at the price and upon the terms specified in that resolution; and
|
|
(b)
|
sell any of its shares so purchased but not cancelled at the price and upon the terms specified in that resolution.
|
|
(a)
|
the purchase is made through a securities exchange or a quotation and trade reporting system;
|
|
(b)
|
the shares are being purchased:
|
|
(i)
|
from an employee or former employee of the Company or of an affiliate of the Company; or
|
|
(ii)
|
in the case of shares beneficially owned by an employee or former employee of the Company or of an affiliate of the Company, from the registered owner of the shares;
|
|
(c)
|
in respect of a specific share purchase, the Company is, for that purchase, relieved of its obligation to make an offer to purchase rateably from those shareholders holding shares of the class or series of shares from which the shares are to be purchased by a special separate resolution of those shareholders;
|
|
(d)
|
the purchase is one made pursuant to an order of the court upon application by a shareholder;
|
|
(e)
|
the purchase is of all of the notice shares of a dissenter;
|
|
(f)
|
the purchase is one made pursuant to an arrangement proposed by the Company with shareholders, creditors or other persons; or
|
|
(g)
|
the purchase is of fractional shares.
|
|
(a)
|
borrow any amount of money;
|
|
(b)
|
guarantee the repayment of any amount of money borrowed by any person or corporation; and
|
|
(c)
|
guarantee the performance of any obligation of any person or corporation;
|
|
(a)
|
if convened by requisition of the shareholders, must be terminated; and
|
|
(b)
|
in any other case, must stand adjourned to the same day in the next week at the same time and place.
|
|
(a)
|
if a ballot is demanded by a shareholder or proxy holder entitled to vote at the meeting or is directed by the chair or is required by applicable laws or stock exchange requirements, by ballot; or
|
|
(b)
|
in any other case, by a show of hands or by any other manner that adequately discloses the intentions of the shareholders or proxy holders.
|
|
(a)
|
for that purpose, the instrument appointing the authorized representative must:
|
|
(i)
|
be received at the registered office of the Company or at any other place specified in the notice calling the meeting for the receipt of proxies at least the number of business days specified in the notice for the receipt of proxies, or if no number of days is specified, not less than 48 hours before the time for holding the meeting; or
|
|
(ii)
|
be deposited with the chair of the meeting, or to a person designated by the chair of the meeting, prior to the commencement of the meeting;
|
|
(b)
|
if an authorized representative is appointed under this Part 9:
|
|
(i)
|
the authorized representative is entitled to exercise in respect of and at that meeting the same rights on behalf of the corporation that the authorized representative represents as that corporation could exercise if it were a shareholder who is an individual including, without limitation, the right to appoint a proxy holder; and
|
|
(ii)
|
the authorized representative, if present at the meeting, is to be counted for the purpose of forming a quorum and is deemed to be a shareholder present in person at the meeting.
|
|
(a)
|
the person appointing the proxy holder is a corporation or an authorized representative of a corporation appointed under this Part 9;
|
|
(b)
|
the Company has at the time of the meeting for which the proxy holder is to be appointed only one shareholder entitled to vote at the meeting; or
|
|
(c)
|
the Company, by a resolution of the directors, permits the proxy holder to attend and vote at the meeting.
|
|
(a)
|
permitting the depositing of proxies at some place or places other than the place at which a meeting or adjourned meeting of shareholders is to be held;
|
|
(b)
|
providing for particulars of those proxies to be sent in writing or by fax, e-mail or any other method of transmitting legibly recorded messages before a meeting or an adjourned meeting to the Company or any agent of the Company for the purpose of receiving those particulars; and
|
|
(c)
|
providing that particulars of those proxies may be voted as though the proxies themselves were produced to the chair of the meeting or of the adjourned meeting as required by this Article.
|
________________________________________ | |
(Signature of Shareholder) |
|
(a)
|
if the shareholder for whom the proxy holder is appointed is an individual, the instrument must be signed by the shareholder or his or her legal personal representative or trustee in bankruptcy;
|
|
(b)
|
if the shareholder for whom the proxy holder is appointed is an individual, the instrument must be signed by the shareholder or his or her legal personal representative or trustee in bankruptcy;
|
|
(a)
|
In this Article 11.6:
|
|
(i)
|
“
Applicable Securities Laws
” means the Securities Act and the applicable securities legislation of each province and territory of Canada, as amended, of which the Company is a reporting issuer or equivalent, from time to time, along with the rules, regulations and forms made or promulgated under any such statute and the published national instruments, multilateral instruments, policies, bulletins and notices of the related securities commission and similar regulatory authority of the applicable provinces and territories of Canada;
|
|
(ii)
|
“
Company Email Address
” means the business email address of the Company as specified on the Company’s profile on SEDAR;
|
|
(iii)
|
“
Company Fax Number
” means the fax number of the Company as specified on the Company’s profile on SEDAR;
|
|
(iv)
|
“
Head Office
” means the head office address of the Company as specified on the Company’s profile on SEDAR;
|
|
(v)
|
“
Meeting of Shareholders
” means such annual shareholders meeting or special shareholders meeting at which one or more persons are nominated for election to the Board of Directors by a Nominating Shareholder;
|
|
(vi)
|
“
Nominating
Shareholder
” has the meaning set out in Article 11.6(b)(iii);
|
|
(vii)
|
“
Notice Date
” has the meaning set out in Article 11.6(d)(i);
|
|
(viii)
|
“
Public
Announcement
” shall mean disclosure in a press release reported by a national news service in Canada, or in a document publicly filed by the Company on SEDAR;
|
|
(ix)
|
“
Securities
Act
” means the British Columbia
Securities Act
or any successor thereto;
|
|
(x)
|
“
SEDAR
” means the System for Electronic Document Analysis and Retrieval at www.sedar.com or any successor filing service for the dissemination of public company disclosure documents in Canada; and
|
|
(xi)
|
“
Shareholder
Notice
” has the meaning set out in Article 11.6(c).
|
|
(b)
|
Subject only to the Business Corporations Act, only persons who are nominated in accordance with this Article 11.6 shall be eligible for election as directors of the Company. Nominations of persons for election to the Board of Directors may be made for any Meeting of Shareholders:
|
|
(i)
|
by or at the direction of the Board of Directors of the Company, including pursuant to a notice of meeting;
|
|
(ii)
|
by or at the direction or request of one or more shareholders pursuant to a proposal made in accordance with the provisions of the Business Corporations Act, or a requisition of the shareholders made in accordance with the provisions of the Business Corporations Act; or
|
|
(iii)
|
by any person (a “
Nominating
Shareholder
”): (A) who, on the record date for notice of such meeting, is entered in the securities register as a holder of one or more shares carrying the right to vote at such meeting or who beneficially owns shares that are entitled to be voted at such meeting; and (B) who complies with the notice procedures set forth below in this Article 11.6.
|
|
(c)
|
In addition to any other applicable requirements, a Nominating Shareholder must give the following in order to nominate persons for election as directors timely notice of the nomination in proper written form to the chief financial officer of the Company at the Head Office in accordance with this Article 11.6 (“
Shareholder
Notice
”).
|
|
(d)
|
To be timely, the Shareholder Notice must be given:
|
|
(i)
|
in the case of an annual meeting (which may also be an annual and special meeting of shareholders), not less than 30 and not more than 65 days prior to the date of the annual meeting; provided, however, that in the event that the annual meeting is to be held on a date that is less than 50 days after the date (the “
Notice
Date
”) on which the first Public Announcement of the date of the annual meeting was made, the Shareholder Notice may be given not later than the 5:00 p.m. in the time zone of the Head Office on the tenth (10th) day following the Notice Date; and
|
|
(ii)
|
in the case of a special meeting (which is not also an annual meeting of shareholders) called for the purpose of electing directors (whether or not called for other purposes), not later than the 5:00 p.m. in the time zone of the Head Office on the fifteenth (15th) day following the first Public Announcement of the date of the special meeting.
|
|
(e)
|
To be in proper written form, the Shareholder Notice must set forth:
|
|
(i)
|
as to each person whom the Nominating Shareholder proposes to nominate for election as a director: (B) the name, age, business address and residential address of the person; (C) the principal occupation or employment of the person; (D) the class or series and number of shares in the capital of the Company which are controlled or which are owned beneficially or of record by the person as of the record date of notice for the Meeting of Shareholders (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice; (E) a statement as to whether such person would be “independent” of the Company (within the meaning of section 1.4 and 1.5 of National Instrument 52-110 –
Audit Committees
of the Canadian Securities Administrators, as such provisions may be amended from time to time) if elected as a director at such meeting and the reasons and basis for such determination; and (F) any other information relating to the person that would be required to be disclosed in a
dissident’s proxy circular in connection with solicitations of proxies for election of directors pursuant to the Business Corporations Act
and Applicable Securities Laws; and
|
|
(ii)
|
as to the Nominating Shareholder giving the Shareholder Notice, (A) any information relating to such Nominating Shareholder that would be required to be made in a dissident’s proxy circular in connection with solicitations of proxies for election of directors pursuant to the Business Corporations Act
and Applicable Securities Laws; and (B) the class or series and number of shares in the capital of the Company which are controlled or which are owned beneficially or of record by the Nominating Shareholder as of the record date of notice for the Meeting of Shareholders (if such date shall than have been made publicly available and shall have occurred) and as of the date of such notice.
|
|
(f)
|
No person shall be eligible for election as a director of the Company unless nominated in accordance with the provisions of this Article 11.6; provided, however, that nothing in this Article 11.6 shall be deemed to preclude discussion by a shareholder (as distinct from the nomination of directors) at a meeting of shareholders of any matter in respect of which it would have been entitled to submit a proposal pursuant to the provisions of the Business Corporations Act.
|
|
(g)
|
The chair of the meeting shall have the power and duty to determine whether a nomination was made in accordance with the procedures set forth in the foregoing provisions and, if any proposed nomination is not in compliance with such foregoing provisions, to declare that such defective nomination be disregarded.
|
|
(h)
|
Notwithstanding any other provision of these Articles, notice or any delivery given to the chief financial officer
of the Company pursuant to this Article 11.6 may only be given by mail, personal delivery, facsimile transmission or email and shall be deemed to have been
|
|
|
given and made only at the time it is sent by mail to the Head Office, served by personal delivery to the Head Office, sent by email to the Company Email Address or sent by facsimile transmission to the Company Fax Number (provided that receipt of confirmation of such transmission has been received); provided that if such delivery or electronic communication is made on a day which is a not a business day or later than 5:00 p.m. in the time zone of the Head Office on a day which is a business day, then such delivery or electronic communication shall be deemed to have been made on the subsequent day that is a business day.
|
|
(i)
|
This Article 11.6 only applies to the Company if and for so long as it is a public company.
|
|
(j)
|
Notwithstanding the foregoing, the Board of Directors may, in their sole discretion, waive any requirement in this Article 11.6 by resolution of the Board of Directors. In no event shall any adjournment or postponement of a Meeting of Shareholders or the announcement thereof commence a new time period for the giving of the Shareholder Notice.
|
|
(a)
|
to the Company by delivery or mail to the Company at the delivery address or mailing address of its registered office or by fax or e-mail to a fax number or e-mail address specified by the Company for that purpose;
|
|
(b)
|
to a director by delivery or mail to the director at the prescribed address of that director or by fax or e-mail to the fax or e-mail address specified for that purpose by the director;
|
|
(c)
|
to a shareholder by delivery or mail to the shareholder at the registered address of that shareholder or by fax or e-mail to the fax or e-mail address specified for that purpose by the shareholder; or
|
|
(d)
|
to the person entitled to a share as a result of the death, bankruptcy or incapacity of a shareholder by delivery or mail or by fax or e-mail to that person at the address specified for that purpose by the person so entitled and until that address, fax number or e-mail address has been so specified, the record may be sent in any manner in which it might have been sent if the death, bankruptcy or incapacity had not occurred.
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(a)
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every shareholder holding a share or shares carrying the right to vote at that meeting on the record date or, if no record date was established by the directors, on the date the notice is sent;
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(b)
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the personal representative of a deceased shareholder if entitled to notice by the Business Corporations Act;
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(c)
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the trustee in bankruptcy of a bankrupt shareholder if entitled to notice by the Business Corporations Act;
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(d)
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every director; and
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(e)
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the auditor, if any.
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(a)
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“associated corporation” means a corporation or entity that
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(i)
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is or was an affiliate of the Company;
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(ii)
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is a corporation, other than the Company, for which the eligible party is or was a director, alternate director or officer, at the request of the Company, or
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(iii)
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is a partnership, trust, joint venture or other unincorporated entity for which the eligible party holds or held a position equivalent to that of a director or officer at the request of the Company;
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(b)
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“eligible party” means an individual who
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(i)
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is or was a director or officer of the Company,
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(ii)
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is or was a director or officer of another corporation,
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(a)
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at a time when the corporation is or was an affiliate of the Company, or
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(b)
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at the request of the Company, or
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(iii)
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at the request of the Company, is or was, or holds or held a position equivalent to that of, a director or officer of a partnership, trust, joint venture or other unincorporated entity;
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(c)
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“eligible penalty” means a judgment, penalty or fine awarded or imposed in, or an amount paid in settlement of, an eligible proceeding;
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(d)
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“eligible proceeding” means a proceeding in which an eligible party or any of the heirs and legal personal representatives of the eligible party, by reason of the eligible party being or having been a director, alternate director or officer or holding or having held a position equivalent to that of a director, alternate director or officer of the Company or an associated corporation
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(i)
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is or may be joined as a party, or
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(ii)
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is or may be liable for or in respect of a judgment, penalty or fine in, or expenses related to, the proceeding;
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(e)
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“expenses” includes costs, charges and expenses, including legal and other fees, but does not include judgments, penalties, fines or amounts paid in settlement of a proceeding; and
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(f)
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“proceeding” includes any legal proceeding or investigative action, whether current, threatened, pending or completed.
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(a)
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is or was serving as a director, alternate director or officer of the Company;
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(b)
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is or was serving as a director, alternate director or officer of any associated corporation; or
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(c)
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at the request of the Company, holds or held a position equivalent to that of a director or officer of a partnership, trust, joint venture or other unincorporated entity against any liability incurred by him or her in such equivalent position.
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(a)
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Voting
- The holders of the Common shares shall be entitled to receive notice of and to attend any meetings of the members of the Company and, at any meeting of the members of the Company, shall be entitled to one vote in respect of each Common share held.
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(b)
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Dividends
- The holders of the Common shares shall, in the absolute discretion of the directors, be entitled to receive and the Company shall pay out of monies of the Company properly applicable to the payment of dividends, those dividends as may be declared from time to time in respect of the Common shares.
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(c)
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Capital Distribution
- In the event of the liquidation, dissolution or winding-up of the Company or other distribution of assets of the Company among its shareholders for the purpose of winding-up its affairs (whether voluntary or involuntary) or upon a reduction of capital, the holders of the Common shares shall be entitled to share, on a pro rata basis, in any further distribution of the property or assets of the Company.
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