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If, on the coming into force of the Act, a pre-existing extraprovincial company has, as its attorney, a person that is neither an individual nor a company, the extraprovincial company need not comply with section 386 (2) of the Act until the later of Unless otherwise allowed or required by the registrar, the following records must be submitted for filing with the registrar in an electronic format that is compatible with the technical requirements of the registrar: A record may be certified to be a true copy for the purposes of section 418 (2) of the Act by adding a cover page to the record bearing a statement, signed by the registrar or by a person designated as a signing officer by the registrar, to the effect that the record is a true copy of the record of which it purports to be a copy., the certificate of incorporation, the certificate of conversion, the certificate of amalgamation, the certificate of restoration or the certificate of continuation, as the case may be, that applied to the pre-existing company before the coming into force of the , a pre-existing company need not include in its articles under those sections any provision of its memorandum respecting its subscribers, their names, addresses and occupations and the number and types of shares taken by those subscribers. If a shareholder surrenders a share certificate to the Company with a written request that the Company issue in the shareholder's name 2 or more certificates, each representing a specified number of shares and in the aggregate representing the same number of shares as the certificate so surrendered, the Company must cancel the surrendered certificate and issue replacement share certificates in accordance with that request.

For the purposes of sections 22 (4), 26 (1), 28 (1) and (2) and 382 (1) (b) (ii) of the Act, a name or assumed name must not resemble any of the following to such an extent that, in the opinion of the registrar, the name or assumed name is likely to confuse or mislead: Subject to subsection (2), in the Act and this regulation, "incorporation number" means, in relation to a company, the unique combination of alphabetic characters and numerals attributed to the company on its recognition under the Act or a former In sections 10 (3) (d) (ii), 21 (1) (b), 51.21 (4) (b), 263 (3) (c), 266 (4) (b) (ii), 275 (2) (b) (i) (C), 302 (2) (b) (ii), 355 (2) (c) (i), 357 (2) (a) and 366 (1) (b) of the Act, "incorporation number" means the numerals that form part of the incorporation number, but does not include the alphabetic character or characters that precede those numerals. if the special business includes considering, approving, ratifying, adopting or authorizing any document or the signing of or giving of effect to any document, have attached to it a copy of the document or state that a copy of the document will be available for inspection by shareholders Subject to the special rights and restrictions attached to the shares of any class or series of shares, the quorum for the transaction of business at a meeting of shareholders is 2 persons who are, or who represent by proxy, shareholders who, in the aggregate, hold at least 1/20 of the issued shares entitled to be voted at the meeting.Subject to the rights of shareholders, if any, holding shares with special rights as to dividends, all dividends on shares of any class or series of shares must be declared and paid according to the number of such shares held. 238;"registrant" means a person registered or required to be registered in any jurisdiction to trade in securities, but does not include a trustee with respect to shares held under a trust instrument that regulates the manner in which those shares are to be voted;"solicit" and "solicitation" include If a share of the Company is registered in the name of a registrant or the registrant's nominee but is not beneficially owned by the registrant, the share must not be voted at a meeting of shareholders unless the registrant promptly sends to the beneficial owner of the share, at no expense to that beneficial owner, a copy of the notice of the meeting, financial statements, all information circulars and any other records, other than the forms of proxy, sent to shareholders for use in connection with the meeting, and a written request for voting instructions from the beneficial owner stating that if voting instructions are not received at least 24 hours, not including Saturdays and holidays, before the expiry of the time within which proxies may be delivered to the Company or its agent as specified by the notice calling the meeting, the registrant may, in the registrant's discretion, vote the shares or appoint a proxy holder to vote the shares at the meeting.A resolution declaring a dividend may direct payment of the dividend wholly or partly by the distribution of specific assets or of paid up shares or fractional shares, bonds, debentures or other debt obligations of the Company, or in any one or more of those ways, and, if any difficulty arises in regard to the distribution, the directors may settle the difficulty as they consider expedient, and, in particular, may set the value for distribution of specific assets. A registrant must not vote or appoint a proxy holder to vote shares registered in the registrant's name or in the name of the registrant's nominee if the registrant does not know the beneficial owner of the shares.a directors' committee may elect a chair of its meetings but, if no chair of the meeting is elected, or if at any meeting the chair of the meeting is not present within 15 minutes after the time set for holding the meeting, the directors present who are members of the committee may choose one of their number to chair the meeting, questions arising at any meeting of a directors' committee are determined by a majority of votes of the members present, and in case of an equality of votes, the chair of the meeting has no second or casting vote.All appointments of officers are to be made on the terms and conditions and at the remuneration (whether by way of salary, fee, commission, participation in profits or otherwise) that the board thinks fit and are subject to termination at the pleasure of the board.If a dividend to which a shareholder is entitled includes a fraction of the smallest monetary unit of the currency of the dividend, that fraction may be disregarded in making payment of the dividend and that payment represents full payment of the dividend. The person by whom, or on whose behalf, a solicitation is made must, at the request of a registrant, promptly provide to the registrant, at the expense of that person, the necessary number of copies of the records referred to in Article S2.1 (a).For the purpose of certifying under seal a true copy of any resolution or other document, the seal must be impressed on that copy and, despite Article 18.1, may be attested by the signature of any director or officer. 62;"deliver", with reference to a notice or other document, includes mail to or leave with a person, or deposit in a person's mail box or receptacle at the person's residence or place of business;"form of proxy" means a record that, on completion and signing by or on behalf of a shareholder, becomes a proxy;"information circular" means an information circular in Form 22 of the , R. A shareholder entitled to vote at a meeting of shareholders, including a shareholder that is a corporation, may, by proxy, appoint a proxy holder, who need not be a shareholder, as the shareholder's nominee to attend and act at the meeting in the manner, to the extent and with the power conferred by the proxy., 1996, the management of the Company must, concurrently with or before sending notice of a meeting of shareholders, send to each of the shareholders entitled to vote at the meeting a form of proxy that complies with Article S4.4 for use at that meeting.The chair of a meeting of shareholders may, and if so directed by the meeting must, adjourn the meeting from time to time and from place to place, but no business may be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.It is not necessary to give any notice of an adjourned meeting or of the business to be transacted at an adjourned meeting of shareholders except that, when a meeting is adjourned for 30 days or more, notice of the adjourned meeting must be given as in the case of the original meeting.The chair of a meeting of shareholders must declare to the meeting the decision on every question in accordance with the result of the show of hands or the poll, as the case may be, and that decision must be entered in the minutes of the meeting.on a poll, every shareholder entitled to vote has one vote in respect of each share held by that shareholder that carries the right to vote on that poll and may exercise that vote either in person or by proxy.


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