This document sets forth the rights and restrictions attaching to the Class “A” Voting and
the Class “B” Non-Voting common shares of a corporation. This form sets out whether
a particular class of shares in the capital stock of a company are voting or non-voting,
whether the shares are entitled to receive dividends, as well as other provisions such as
the price per share in the event of a redemption of the shares by the company. This
document should be used by corporation seeking to set forth the rights of different
classes of common stock.
SHARE RIGHTS FOR
CLASS A VOTING COMMON SHARES AND CLASS B NON-VOTING COMMON
SHARES
1. The holders of the Class "A" common shares are entitled, among other things, as follows:
(a) to vote at all meetings of shareholders except meetings at which only holders of a
specified class of shares are entitled to vote; and
(b) to receive dividends if, as and when declared by the Board of Directors out of the
assets of the Company properly applicable to the payment of dividends in such
amount and payable at such times as the Board of Directors may from time to
time determine and whether or not wholly to the exclusion of any other class of
shares, but shall not be entitled to receive any such dividends in priority to or
parri passu with the holders of any other class of shares unless the Board of
Directors in their sole discretion so determine; and
(c) subject to the rights, privileges, restrictions and conditions attaching to any other
class of shares of the Company, to receive the remaining property of the Company
upon dissolution, parri passu with the holders of the other classes of common
shares.
2. The holders of the Class "B" common shares are entitled, among other things, as follows:
(a) Subject to the provisions of this subparagraph, the holders of the Class "B"
common shares shall not, as such, be entitled to receive notice of or to attend or
vote at any meetings of the shareholders of the Company, except as may be
otherwise provided in laws of the governing jurisdiction, as the same may be
amended from time to time, or as set out herein. Notwithstanding the aforesaid
conditions, restrictions, limitations or prohibitions on the right to vote, the holders
of the Class "B" common shares are entitled to notice of meetings of the
shareholders of the Company called for the purpose of authorizing the dissolution
of the Company or the sale, lease or exchange of all or substantially all of the
property of the Company other than in the ordinary course of the business of the
Company; to vote at all meetings of shareholders except meetings at which only
holders of a specified class of shares are entitled to vote; and
(b) to receive dividends if, as and when declared by the Board of Directors out of the
assets of the Company properly applicable to the payment of dividends in such
amount and payable at such times as the Board of Directors may from time to
time determine and whether or not wholly to the exclusion of any other class of
shares, but shall not be entitled to receive any such dividends in priority to or
parri passu with the holders of any other class of shares unless the Board of
Directors in their sole discretion so determine; and
(c) subject to the rights, privileges, restrictions and conditions attaching to any other
class of shares of the Company, to receive the remaining property of the Company
upon dissolution, parri passu with the holders of the other classes of common
shares.
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