Share Classes
- Enter all information regarding the classes of shares the Corporation is authorized to issue in this interview, together with their respective rights, privileges, conditions and restrictions, which will be used to intelligently draft charter instruments (Articles of Incorporation, Amalgamation, Amendment, etc.) and for reporting purposes.
- The Interview Outline on the left side of the display shows the classes of shares that have been entered into Speedmatters, together with the rank of each class for purposes of dividends and participation in parentheses.
- As an example: Class A Preference (1|1) means that the Corporation is authorized to issue Class A Preference shares which rank 1st for dividends and 1st for participation upon dissolution, winding up, etc.
- Because all Corporations require shares with the right to vote and to participate on dissolution or winding up, by default Speedmatters includes the rights and privileges customarily associated with Common shares which include the right to vote (1 vote per share), the right to receive dividends at the discretion of the directors, and the right to participate in the distribution of the Corporation’s assets on dissolution or winding up .
SEPARATE CLASS VOTE FOR:
By selecting one or more of the check boxes, a provision will be included in the rights and privileges of the share class which is designed to distinguish this class of shares from another class having substantially the same attributes. The intention is to eliminate any potential argument to the effect that two or more share classes are identical and therefore, they are one and the same class for purposes of paying dividends or participating in winding up, etc.
CHANGE OF NAME:
The holders of [Class Name] shares shall be entitled to vote separately as a class in respect of any proposal to change the name of the Corporation.
NUMBER OF DIRECTORS:
The holders of [Class Name] shares shall be entitled vote separately as a class in respect of any proposal to change the number, or the minimum and maximum number of directors of the Corporation.
REGISTERED OFFICE:
The holders of [Class Name] shares shall be entitled to vote separately as a class in respect of any proposal to change the municipality or geographic township in which the Corporation's registered office is located.
PURCHASE RIGHTS:
By selecting this check box, the following provision will be included in the rights and privileges of the share class …
Subject to the provisions of applicable law, in addition to the right of redemption hereinbefore provided to the Corporation, the Corporation shall have the right to purchase at any time the whole or from time to time any part of the [Class Name] shares then outstanding pursuant to tenders or, with the unanimous consent of the holders of all the [Class Name] shares then outstanding, by private contract at prices not exceeding an amount equal to the Redemption Amount thereof and costs of purchase. If, in response to an invitation for tenders, two or more holders of [Class Name] shares submit tenders at the same price and if such tenders are acceptable to the Corporation, then unless the Corporation accepts all such tenders in whole, the Corporation shall accept such tenders in proportion as nearly as may be to the number of [Class Name] shares offered in each such tender.
PRE-EMPTIVE RIGHTS:
By selecting this check box, the following provisions will be included in the rights and privileges of the share class which is intended to provide existing shareholders with a right to purchase a pro rata share of any new shares to be issued to avoid dilution of their interests …
No [Class Name] shares in the capital of the Corporation shall be issued unless such shares (the "Offered Shares") have first been offered pro rata to the holders ("Offerees") of [Class Name] shares (the "Base Shares") in accordance with the procedure hereinafter set forth.
Pre-Emptive Rights Procedure
The following procedure shall apply to each class of shares in respect of which a pre-emptive right is provided above and all terms defined in respect of such class shall have the same meaning herein for purposes of such class:
(a) Issuance Notice. The Corporation shall provide written notice (the "Issuance Notice") to each of the Offerees setting out the terms and conditions upon which the Offered Shares are being offered, including the subscription price and how the proceeds of the issue are intended to be used.
(b) Right to Purchase. Upon the Issuance Notice being given, the Offerees shall have the right to purchase the Offered Shares at the price specified, pro rata according to the number of Base Shares held by such Offerees or in such other proportion as the Offerees may unanimously agree.
(c) Notice of Acceptance. Within 10 days of receiving the Issuance Notice, the Offerees shall give notice to the Corporation stating whether or not they wish to purchase any or all of the Offered Shares. If any Offeree does not give such notice or gives notice that it is not willing to purchase all of the Offered Shares to which he, she or it is entitled, the Offered Shares that such Offeree had been entitled to purchase or the part thereof that the Offeree is not willing to purchase (the "Rejected Shares") may instead be purchased by the other Offerees who gavenotice that they were willing to purchase all of the Offered Shares to which they were entitled, pro rata based upon the number of Base Shares held by such other Offerees or in such other proportion as such other Offerees may unanimously agree. Within 10 days of the expiry of the first 10 day period specified above, each other Offeree who desires to purchase any or all of the Rejected Shares that such other Offeree is entitled to purchase in accordance with the provisions hereof shall give an additional notice to the Offeror and to the Corporation. If any other Offeree entitled to give the said additional notice does not do so or gives notice that he, she or it is not willing to purchase all of the Rejected Shares to which he, she or it is entitled, the Rejected Shares that such Offeree had been entitled to purchase or the part thereof that such Offeree is not willing to purchase may instead be purchased by the other Offerees who gave the said additional notice that they were willing to purchase all of the Rejected Shares to which they were entitled, and so on from time to time until the other Offerees are willing to purchase all of the Offered Shares or until they are not willing to purchase any more.
(d) Deposit. Where an Offeree gives a notice pursuant to the previous paragraph, that he, she or it is willing to purchase any of the Offered Shares (the "Accepted Shares"), such notice shall not be valid unless it is accompanied by a deposit equal to 100% of the subscription price for the Accepted Shares, by certified cheque or bank draft payable to the Corporation's solicitors, in trust. If the purchase of the Accepted Shares is not completed as provided herein:
(i) for any reason other than the default of such Offeree, the full amount of the deposit shall be returned to such Offeree, without interest or deduction; or
(ii) as a result of the default of such Offeree, the deposit shall be forfeit to the Corporation as liquidated damages (not as a penalty) without limiting any other rights of the Corporation or any other person.
(e) Completion. If the Offerees are willing to purchase any of the Offered Shares, the purchase and sale thereof shall be completed on the 10th day following expiry of the last of the applicable time periods specified above, or, if such day is not a business day, the next ensuing business day, at the Corporation's registered office.
(f) Offer to Third Parties. In the event that there remain any Rejected Shares after expiry of the last of the applicable time periods specified above, the Corporation may, at any time within the ensuing 90 days, offer such Rejected Shares pursuant to the terms of the Issuance Notice to any person who is not an Offeree.
Fractional Shares. If any Offered Shares shall not be capable, without division into fractions, of being offered to or being divided among the Offerees in the proportion above-mentioned, the same shall be offered to or divided among the Offerees as nearly as may be in these proportions and any balance shall be offered to or divided among the Offerees or some of them in such manner as may be determined by the directors of the Corporation.
LEGEND FOR SHARE CERTIFICATES:
Insert the text of any notice or legend which you wish to be included in the Corporation’s share certificates or notices re: issuance or transfer of uncertificated securities. For example, you may wish to include a notice to the effect that the transfer of shares is restricted by the terms of a unanimous shareholder agreement, etc.
PROTECTION OF ASSETS REQUIRED FOR REDEMPTION:
By selecting this check box, the following provisions will be included in the rights and privileges of the share class which is intended to protect the redemption value of the class by prohibiting dividends on junior classes of shares if doing so would result in the Corporation’s inability to redeem all of the shares of the class.
In no event shall:
(a) any dividend be declared or paid on;
(b) any distribution or reduction of capital be made to the holders of; or
(c) the Corporation redeem or purchase for cancellation or otherwise;
any share or shares of the Corporation, if any, ranking junior to the [Class Name] shares if, in the opinion of the directors of the Corporation, the amount by which the realizable value of the assets of the Corporation exceeds its liabilities at such time is or would become, as a result of the payment of such dividend or the making of such distribution, reduction of capital, redemption or purchase, as the case may be, less than the amount required to redeem all of the then issued and outstanding [Class Name] shares at the Redemption Amount per share hereinbefore provided.
CONVERTIBLE:
By selecting yes in this drop-down menu, the following provisions will be included in the rights and privileges of the share class which is intended to allow the holders of this class of shares to convert them into one or more shares of another class.
Conversion Privilege
Each issued and outstanding [1st Class Name] share (the "Convertible Shares") may be converted, at the option of the holder, into 1 issued and outstanding [2nd Class Name] shares (the "Converted Shares") of the Corporation by giving notice (the "Conversion Notice") in writing to the Corporation at any time in accordance with the procedure hereinafter set forth.
Conversion Procedure
The following procedure shall apply to each class of shares in respect of which a conversion right is provided above and all terms defined in respect of such class shall have the same meaning herein for purposes of such class. The Conversion Notice shall be accompanied by one or more certificates representing the Convertible Shares in respect of which the holder thereof desires to exercise such right of conversion and such notice shall be signed by the holder of the Convertible Shares in respect of which such right is being exercised and shall specify the number of Convertible Shares which the holder desires to have converted. The holder shall also pay any governmental or other tax imposed in respect of such transaction. Upon receipt of the Conversion Notice, the Corporation shall issue a certificate representing the required number of fully paid Converted Shares upon the basis above prescribed and in accordance with the provisions hereof to the holder of the Convertible Shares represented by the certificate or certificates accompanying such notice, provided that the Corporation may disregard any fraction of a Converted Share which arises from such conversion. If less than all of the Convertible Shares represented by any certificate are to be converted, the holder shall be entitled to receive a new certificate for the Convertible Shares representing the shares comprised in the original certificate which are not to be converted. All shares resulting from any conversion of fully paid Convertible Shares into Converted Shares pursuant to this provision shall be deemed to be fully paid and non-assessable.
