AMALGAMATION INSTRUCTION SHEET

Transcription

1 AMALGAMATION INSTRUCTION SHEET Pre-Amalgamation 1. A RJSC computer printout on each of the amalgamating companies should be obtained. This is required in order to check the following information: (a (b (c That each of the are incorporated or continued under the Companies Act (Nova Scotia. That the officers and directors as filed with the RJSC, are correct and up to date. If not, an updated notice of officers and directors must be filed with the RJSe. To check for business names that will have to be transferred to the amalgamated company. 2. The Memorandum of Association for each amalgamating company must be checked to insure that each of them has the power to amalgamate. If one or more of them do not, it will be necessary to make an application to the Court to have the Memorandum of Association amended to include this power. When a company is incorporated today, it is generally incorporated with the powers of a natural person, and the memorandum includes the power to amalgamate with other companies. It used to be that companies had to enumerate each power that they were permitted to have. In some older companies, and in the case of companies that were originally incorporated as private investment holding companies, the power to amalgamate may not be in the memorandum~ 3. If the name of the amalgamated company is to be different from any of the names of the amalgamating companies, a NUANS search will have to be performed and the name reserved with the RJSC.. 4. The following documents must be drafted: (a Amalgamation Agreement between the amalgamating companies

2 The agreement between the amalgamating companies sets out that they are agreeing to amalgamate, and indicates some of the characteristics of the company that will come into existence upon their amalgamation. The Memorandum and Articles of Association of the amalgamated company are attached as schedules to the agree~ent. (b (c Shareholders' resolutions of each amalgamating company, authorizing the amalgamation, in "minute book", and "certification" forms are required. The minute book form of the special resolution is the one that all of the shareholders sign. The certification form is the form of resolution that contains the text of the resolution, and has the secretarial certificate, signed and sealed by the secretary of the company, attached. The secretary of the company certifies that the resolution was duly passed, and that is a true copy of the resolution passed by the company's shareholders. These certification forms of resolutions are required for filing with the RJSe. Generally, duplicate certified copies are sent, so the RJSC can, in turn, certify the resolution as to filing with their office. Directors' resolutions of each of the amalgamating companies authorizing the amalgamation are required. These resolutions approve the form of amalgamation agreement, authorize the execution of the agreement, and indicate who may sign the agreement on behalf of the corporation. The amalgamating companies, and/or their respective shareholders, officers and directors, execute these documents. 5. Certified copies of the special resolutions authorizing the amalgamation must be filed with the Registry of Joint Stock Companies. Certified copies of the resolutions as filed should be obtained. The filing of these resolutions with the RJSC indicates to the Registrar (and anyone else who cares to find out that the amalgamating companies have the intention to amalgamate, and that they have authorized the directors to go ahead with amalgamation. (Note that these resolutions may be filed along with the Order of the Court, if it is more convenient to send one package of documents for signature to the amalgamating companies. 6. Copies of the most recent financial statements of the amalgamating companies must be received from the parties. These are to be attached as schedules to the affidavit of one of the officers of the company or companies, which is filed with the Court. 7. Consents to the amalgamation must be granted by significant creditors of the amalgamating companies. Information regarding who the significant creditors are can be obtained from the amalgamating companies, from the debenture portion of the RJSC printout and from the companies themselves. Often, there are no significant creditors

3 other than the amalgamating companies themselves. However, if there are significant outside creditors, they must consent to the amalgamation. 8. An amalgamation must be confirmed by an Order of the Supreme Court, so an Originating Notice, Affidavits(s, and an Order must be prepared for the Application to the Court. 9. The following documents are (generally attached to the affidavit of an officer of the companies: (a (b (c (d Exhibits A and B - financial statements of the amalgamating companies. (If there are more than two companies amalgamating, copies of the financial statements of each company are attached as a separate exhibit; Exhibit C - Amalgamation Agreement; Exhibits D and E - copies of the certified copies of the special resolutions authorizing the amalgamation. (If there are more than two companies amalgamating, copies of the special resolution of each company are attached as a separate exhibit; Exhibit F -consent(s of creditor(s, i f necessary. Usually, amalgamating companies are related companies, and there is only one affidavit of one person who is an officer in both (or all companies. Less frequently, the companies do not have a common officer, and more than one affidavit must be sworn, with the appropriate changes in the exhibits to the affidavits. 10. The Originating Notice, the sworn Affidavit and draft Order are filed with the Prothonotary, no later than noon on the day before the lawyer's appearance in Chambers. Generally, a pre-hearing memorandum to the Chambers Judge, explaining why the companies wish to amalgamate, is filed along with the other court documents. 11. The lawyer involved attends at Chambers on the appointed day. 12. When the Order is granted, the original initialed Order is filed with the Prothonotary, and two certified copies are prepared by the Prothonotary's office. 13. The certified copies of the Order are filed with the RJSC, along with a cheque in the amount of $322. A certified copy of the Order as filed with the RJSC should be requested

4 If it is important that the amalgamation be effective on a certain date (ie to correspond with the year end of the companies this date should be specified in the cover letter to the RJSC. (Note that you may only specify a date in the future. The RJSC will send a Certificate of Amalgamation in due course. If the amalgamating companies had business names, a request that they be transferred to the amalgamated company should be made. This is generally done by the RJSC in due course, however, a reminder is not uncalled for. Also, if the amalgamated company intends to carryon business under a business name form of one or more of the amalgamating company's names, make sure that name is reserved, and a business name form with respect to the name filed with the RJSC in due course. (For instance, if ABC Limited amalgamates with XYZ Limited to form Amaleo Limited, and Amaleo Limited intends to carryon business under the names ABC and XYZ, these names would have to be reserved, and business name registrations done. Post-Amalgamation 14. A minute book and corporate seal for the amalgamated company must be obtained. 15. The following documents must be passed/signed by the amalgamated company: (a (b (c (d Post-amalgamation directors' and shareholders' resolutions; Appropriate banking resolutions; Notice to RJSC re: Officers and Directors; Notice of Agent. 16. Certified copies of the post-amalgamation special resolutions should be filed with the RJSC and certified copies re: filing obtained.. Notices of officers and directors and agent should be filed as well. 17. Share certificates in the amalgamated company should be completed All documents should be inserted in the minute book of the amalgamated company: (a (b Minute book copies of the resolutions in the minute book; Complete the shareholders', directors', and officers' registers

5 TillS AGREEMENT OF AMALGAMATION dated November 1, BETWEEN: ABC COMPANY LIMITED, a body corporate ("ABC" OF THE FIRST PART - and- XYZ HOLDINGS LIMITED, a body corporate ("XYZ" OF THE SECOND PART WHEREAS ABC was incorporated under the laws of Nova Scotia on December 25, 1990 and has an authorized capital consisting of 100 common shares without nominal or par value; AND WHEREAS XYZ was incorporated under the laws of Nova Scotia on April 1, 1991 and has an authorized capital consisting of 100 common shares with a par value of $1 each,; AND WHEREAS the shareholders of ABC and XYZ deem it desirable and in the best interests of each of them that they be amalgamated pursuant to the provisions of Section 134 of the Companies Act of Nova Scotia; NOW THEREFORE THIS INDENTURE WITNESSETH that in consideration of the premises the parties hereto agree as follows: 1. ABC and XYZ shall be amalgamated and continue as one company (the Amalgamated Company pursuant to Section 134 of the Companies Act of Nova Scotia

6 The attributes and characteristics of the Amalgamated Company shall be as follows: (a The name of the Amalgamated Company shall be "MNO Limited". (b The registered office of the Amalgamated Company shall be situate at 123 Main Street, Supercity, Nova Scotia, B lc 2D3. (c The authorized capital of the Amalgamated Company shall consist of 100 common shares without nominal or par value. (d The liability of the members of the Amalgamated Company shall be limited. (e The objects of the Amalgamated Company shall be those set out in Schedule" A" attached hereto. (f The names, occupations and places of residence of the first directors of the Amalgamated Company are as follows: Jane Doe Sue Jones Occupation Businesswoman Businesswoman Place of Residence 1 Any Street Supercity, N.S. 100 Main Street Supercity, N.S. Such directors are to hold office until the first annual meeting of the shareholders of the Amalgamated Company

7 - 3 - (g Subsequent directors are to be elected at the first annual general meeting of the shareholders of the Amalgamated Company and are to hold office while qualified until their successors are from time to time elected in the manner provided for in the Articles of Association of the Amalgamated Company. (h The manner of converting the authorized and issued capital of ABC and XYZ into that of the Amalgamated Company shall be as follows: (i Each registered holder of common shares without nominal or par value in the capital stock of ABC shall be entitled to one fully paid and non-assessable common share without nominal or par value in the capital stock of the Amalgamated Company for each common share in the capital stock of ABC held by such registered shareholder on the date of the Order of the Judge of the Trial Division of the Supreme Court of Nova Scotia, in Chambers, approving the amalgamation of ABC and XYZ so there will be a total of ten common shares without nominal or par value of the Amalgamated Company issued to the registered holders of common shares in the capital stock of ABC. (ii Each registered holder of common shares without nominal or par value in the capital stock of XYZ shall be entitled to one fully paid and non-assessable common share without nominal or par value in the capital stock of the Amalgamated Company for each common share in the capital stock of XYZ held by such registered shareholder on the date of the Order of the Judge of the Trial Division of the Supreme Court of Nova Scotia, in Chambers, approving the amalgamation of ABC and XYZ so there will be a

8 - 4 - total of twenty common shares without nominal or par value of the Amalgamated Company issued to the registered holders of common shares in the capital stock of XYZ. 3. The Articles of Association of the Amalgamated Company shall be those attached and marked Schedule "B" to this Agreement until repealed, amended, altered or added to. 4. The Amalgamated Company shall possess all the property, rights, privileges and franchises, and shall be subject to all the liabilities, contracts and debts of ABC and XYZ. 5. All rights of creditors against the property, rights and assets of ABC and XYZ respectively and all mortgages, liens or claims upon their respective properties, rights and assets shall be unimpaired by the proposed amalgamation and all debts, contracts, liabilities and duties of ABC and XYZ respectively shall thenceforth attach to the Amalgamated Company and may be enforced against it to the same extent as if the said debts, contracts, liabilities and duties had been incurred or contracted by it. 6. No action or proceeding by or against ABC or XYZ shall abate or be affected by the proposed amalgamation but for all purposes of such action or proceeding by or against ABC or XYZ as the case may be, they shall be deemed still to exist and the Amalgamated Company may be substituted in such action or proceeding in the place thereof. 7. Neither ABC or XYZ shall, subsequent to the date hereof, unless this Agreement shall fail of confirmation by the shareholders of either ABC or XYZ or not be

9 - 5 - approved by a Judge of the Trial Division of the Supreme Court of Nova Scotia, in Chambers: (a Issue any unissued shares of its capital stock, redeem or reduce any shares of its capital stock now outstanding or otherwise alter its existing capital structure; or (b Declare or pay any dividends or make any other distribution in respect of any shares of its outstanding capital stock. 8. ABC and XYZ may by resolution of their Boards of Directors assent to such alterations or modifications of this Agreement which the shareholders of the respective companies at meetings duly called to consider the same approve or as a Judge of the Trial Division of the Supreme Court of Nova Scotia may require, and the expression "this Agreement" as used herein shall be read and construed to mean and include this Agreement as so altered or modified

10 - 6- IN WITNESS WHEREOF the parties hereto have caused the same to be executed in their names and on their behalf and their corporate seals to be thereunto affixed by their proper officers duly authorized in that behalf. SIGNED, SEALED AND DELIVERED in the presence of: Witness Witness ABC COMPANY LIMITED By: And: XYZ HOLDINGS LIMITED By: And:

11 SCHEDULE II A II MEMORANDUM OF ASSOCIATION OF MNOLIMITED 1. The name of the Company is MNO Limited. 2. The restrictions, if any, on the objects and powers of the Company are: none. Notwithstanding any restrictions set forth above the Company shall expressly have the following powers: (a To sell or dispose of its undertaking, or a substantial part thereof; (b To distribute any of its property in specie among its members; and (c To amalgamate with any company or other body of persons. [INSERT ARTICLES OF ASSOCIATION AS SCHEDULE "B"]

12 ABC COMPANY LIMITED SHAREHOLDERS' RESOLUTION Pursuant to the Companies Act, the undersigned, being all of the shareholders of the Company, by signing the foot hereof adopt the following resolution and by so doing render the same as valid and effectual as if it had been signed at a meeting of the shareholders duly called and constituted. BE IT RESOLVED as a resolution of the Company within the meaning of Section 134(4 of the Companies Act that the amalgamation agreement dated November 1, 1994 for the amalgamation of ABC Company Limited and XYZ Holdings Limited be and the same is hereby adopted and that any officer or director of the Company be and is hereby authorized to do all things and execute all documents, under the corporate seal where necessary, required on an application to the Supreme Court of Nova Scotia, Trial Division, or a judge thereof for an order approving the amalgamation. DATED November 1, lane Doe Sue lones

13 ABC COMPANY LIMITED SHAREHOLDERS' RESOLUTION BE IT RESOLVED as a resolution of the Company within the meaning of Section 134(4 of the Companies Act that the amalgamation agreement dated November 1, 1994 for the amalgamation of ABC Company Limited and XYZ Holdings Limited be and the same is hereby adopted and that any officer or director of the Company be and is hereby authorized to do all things and execute all documents, under the corporate seal where necessary, required on an application to the Supreme Court of Nova Scotia, Trial Division, or a judge thereof for an order approving the amalgamation. ************************************** I hereby certify that the foregoing Resolution is a true copy of a Resolution duly signed on the 1st day of November, 1994 by every Shareholder of the Company who would be entitled to vote on the Resolution and thereby rendered valid and effectual as if it had been passed at a Special General Meeting of the Shareholders of the Company duly called and constituted, and that the said Resolution is a Resolution in accordance with the provisions of sub-section (4 of Section 134 of the Companies Act of Nova Scotia. WITNESS my hand and seal of the Company this day of, Sue Jones Secretary ABC Company Limited

14 XYZ HOLDINGS LIMITED SHAREHOLDERS' RESOLUTION Pursuant to the Companies Act, the undersigned, being all of the shareholders of the Company, by signing the foot hereof adopt the following resolution and by so doing render the same as valid and effectual as if it had been signed at a meeting of the shareholders duly called and constituted. BE IT RESOLVED as a resolution of the Company within the meaning of Section 134(4 of the Companies Act that the amalgamation agreement dated November 1, 1994 for the amalgamation of ABC Company Limited and XYZ Holdings Limited be and the same is hereby adopted and that any officer or director of the Company be and is hereby authorized to do all things and execute all documents, under the corporate seal where necessary, required on an application to the Supreme Court of Nova Scotia, Trial Division, or a judge thereof for an order approving the amalgamation. DATED November 1, Sue Jones Jane Doe

15 XYZ HOLDINGS LIMITED SHAREHOLDERS' RESOLUTION BE IT RESOLVED as a resolution of the Company within the meaning of Section 134(4 of the Companies Act that the amalgamation agreement dated November 1, 1994 for the amalgamation of ABC Company Limited and XYZ Holdings Limited be and the same is hereby adopted and that any officer or director of the Company be and is hereby authorized to do all things and execute all documents, under the corporate seal where necessary, required on an application to the Supreme Court of Nova Scotia, Trial Division, or a judge thereof for an order approving the amalgamation. ************************************** I hereby certify that the foregoing Resolution is a true copy of a Resolution duly signed on the 1st day of November, 1994 by every Shareholder of the Company who would be entitled to vote on the Resolution and thereby rendered valid and effectual as if it had been passed at a Special General Meeting of the Shareholders of the Company duly called and constituted, and that the said Resolution is a Resolution in accordance with the provisions of sub-section (4 of Section 134 ofthe Companies Act of Nova Scotia. WITNESS my hand and seal of the Company this day of,' Sue Jones Secretary XYZ Holdings Limited

16 ABC COMPANY LIMITED RESOLUTION OF DIRECTORS Pursuant to the Companies Act, the undersigned, being all of the directors of the Company, by signing the foot hereof adopt the following resolution and by so doing render the same as valid and effectual as if it had been signed at a meeting of the directors duly called and constituted. BE IT HEREBY RESOLVED as follows: 1. THAT the amalgamation of ABC Company Limited and XYZ Holdings Limited pursuant to an agreement of amalgamation (the "Amalgamation Agreement" dated the 1st day of November, 1994, and the Amalgamation Agreement, be and the same is hereby authorized and approved. 2. THA T anyone of the officers of the Company be and are hereby authorized and directed to execute the Amlagamation Agreement with such changes as he may deem necessary and to affix the corporate seal thereto, and to do all acts and things and to execute or cause to be executed, whether under the corporate seal of the Company or otherwise, all such deeds, transfers, assignments, instruments, agreements and documents as in his opinion may be necessary or desirable to complete the Amalgamation, the signature of any such person on any such deed, transfer, assignment, instrument, agreement or document to be conclusive evidence that such is authorized hereby. SIGNED at Supercity, Nova Scotia, this 1st day of November, Jane Doe Sue Jones

17 XYZ HOLDINGS LIMITED RESOLUTION OF DIRECTORS Pursuant to the Companies Act, the undersigned, being all of the directors of the Company, by signing the foot hereof adopt the following resolution and by so doing render the same as valid and effectual as if it had been signed at a meeting of the directors duly called and constituted. BE IT HEREBY RESOLVED as follows: 1. THAT the amalgamation of ABC Company Limited and XYZ Holdings Limited pursuant to an agreement of amalgamation (the "Amalgamation Agreement" dated the 1st day of November, 1994, and the Amalgamation Agreement, be and the same is hereby authorized and approved. 2. THAT anyone of the officers of the Company be and are hereby authorized and directed to execute the Amlagamation Agreement with such changes as he may deem necessary and to affix the corporate seal thereto, and to do all acts and things and to execute or cause to be executed, whether under the corporate seal of the Company or otherwise, all such deeds, transfers, assignments, instruments, agreements and documents as in his opinion may be necessary or desirable to complete the Amalgamation, the signature of any such person on any such deed, transfer, assignment, instrument, agreement or document to be conclusive evidence that such is authorized hereby. SIGNED at Supercity, Nova Scotia, this 1st day of November, Sue Jones Jane Doe

18 1994 S.H.No. IN THE SUPREME COURT OF NOV A SCOTIA IN THE MATTER OF: The Amalgamation of ABC Company Limited and XYZ Holdings Limited - and- IN THE MATTER OF: The Companies Act of Nova Scotia, being Chapter 81 of the Revised Statutes of Nova Scotia, 1989 as amended. AFFIDAVIT I, Sue Jones, of Supercity, Nova Scotia, make oath and say as follows: 1. THAT I am the President of each of ABC Company Limited (" ABC" and XYZ Holdings Limited ("XYZ"; 2. THAT ABC was incorporated under the laws of Nova Scotia on December 25, 1990 and has an authorized capital consisting of 100 common shares without nominal or par value; 3. THAT XYZ was incorporated underthe laws of Nova Scotia on April 1, 1991and has an authorized capital consisting of 100 common shares with a par value of $1 each; 4. THAT attached hereto and marked as Exhibit A is a true copy of the financial statements of ABC as at December 31, 1993 and prepared by Doe & Roe, the auditors of ABC; 5. THAT attached hereto and marked as Exhibit B is a true copy of the financial statements of XYZ as at March 31, 1993 and prepared by Doe & Roe, the auditors of XYZ;

19 THAT effective as at November 1, 1994, ABC and XYZ entered into an amalgamation agreement (the Amalgamation Agreement, a copy of which is attached as Exhibit C; 7. THAT as of November 1, 1994, the Amalgamation Agreement was submitted to the shareholders of each of ABC and XYZ and in the case of each of ABC and XYZ, all of the shareholders signed a resolution pursuant to the Companies Act being valid and effectual as if passed at a meeting of the shareholders of the company, in the words and figures following: BE IT RESOLVED as a resolution of the Company within the meaning of Section 134(4 of the Companies Act that the amalgamation agreement. dated November 1, 1994 for the amalgamation of ABC Company Limited and XYZ Holdings Limited be and the same is hereby adopted and that any officer or director of the Company be and is hereby authorized to do all things and execute all such documents, under the corporate seal where necessary, required on an application to the Supreme Court of Nova Scotia, Trial Division, or a judge thereof for an order approving the amalgamation. The Secretary of each of ABC and XYZ has certified as to the foregoing under its corporate seal and true copies of each certification are attached hereto as Exhibits 0 and E; 8. THAT apart from the Amalgamation Agreement neither of ABC or XYZ has entered into any transactions out of the ordinary course of business since the dates of the financial statements annexed hereto as Exhibits A and B; 9. THAT apart from indebtedness owing to each other or affiliated companies the only significant creditor of ehher ABC or XYZ is Bank of Atlantic Canada (the

20 - 3 - "Bank" and the consent of the Bank to the amalgamation is attached hereto as Exhibit F; 10. THAT apart from indebtedness owing to the Bank referred to above, and indebtedness by ABC and XYZ owing to each other or affiliated companies, all liabilities of ABC and XYZ have been incurred in the ordinary course of business, are current in nature and are paid as they fall due; 11. THAT each of ABC and XYZ asks that the Court direct that neither ABC nor XYZ be required to give notice to creditors (if any of the time and place of an application for an order approving the Amalgamation Agreement attached hereto as Exhibit C as provided for in subsection (7 of Section 134 of the Companies Act; 12. THAT each of ABC and XYZ asks that the Court approve the Amalgamation Agreement attached hereto as Exhibit C; 13. THAT each of ABC and XYZ asks that the Court order that the filing with the Registrar of Joint Stock Companies of a copy of its approving order certified under the hand of the Prothonotary and the seal of this honourable Court shall be sufficient compliance with the provisions of subsection (9 of Section 134 of the Companies Act. SWORN TO before me at Halifax, Nova Scotia, this day of November, 1994: A Commissioner of the Supreme Court of Nova Scotia Sue Jones

21 1994 S.H. No. IN THE MATTER OF: The Amalgamation of ABC Company Limited and XYZ Holdings Limited - and- IN THE MATTER OF: The Companies Act of Nova Scotia, being Chapter 81 Of the Revised Statutes of Nova Scotia, 1989 as amended AFFIDAVIT

22 ORIGINATING NOTICE (EX PARTE APPLICATION 1994 S.H.No. IN THE SUPREME COURT OF NOVA SCOTIA IN THE MATTER OF: IN THE MATTER OF: THE COMPANIES ACT OF NOV A SCOTIA, being Chapter 81 of the Revised Statutes of Nova Scotia, 1989, as amended The application of ABC COMPANY LIMITED and XYZ HOLDINGS LIMITED for an Order of Amalgamation TAKE NOTICE that an application will be made by the Applicants to the Judge presiding in Chambers at the Law Courts in Halifax, Nova Scotia, on Friday, the 25th day of November, 1994, at the hour of 9:30 o'clock in the forenoon, or so soon thereafter as an application can be made for an Order of Amalgamation of ABC Company Limited and XYZ Holdings Limited. AND TAKE NOTICE that on hearing the application will be read the Affidavit of Sue Jones deposed to on the 20th day of November, 1994, and the Order that is filed with this Notice, and such other material as counsel may advise, a true copy of which will be filed. ISSUED at Halifax, Nova Scotia, this 21st day of November, Jane Solicitor Bilkem & Howe Solicitor for the Applicants

23 1994 S.H.No. IN THE MATTER OF: The Amalgamation of ABC Company Limited and XYZ Holdings Limited - and- IN THE MA TIER OF: The Companies Act of Nova Scotia, being Chapter 81 Of the Revised Statutes of Nova Scotia, 1989 as amended ORIGINATING NOTICE (EX PARTE APPLICATION

24 1994 S.H.No. IN THE SUPREME COURT OF NOV A SCOTIA IN THE MATTER OF: The Companies Act of Nova Scotia, being Chapter 81 of the Revised Statutes of Nova Scotia, and- IN THE MA ITER OF: The Amalgamation of ABC Company Limited and XYZ Holdings Limited ORDER OF AMALGAMATION BEFORE THE HONOURABLE JUSTICE IN CHAMBERS. UPON HEARING READ the affidavit of Sue Jones, sworn November 20, 1994; AND UPON HEARING READ the amalgamation agreement dated November 1, 1994 between ABC Company Limited and XYZ Holdings Limited (the Amalgamation Agreement a copy of which is annexed hereto as Schedule A; AND UPON IT APPEARING that all the shareholders of ABC Company Limited and XYZ Holdings Limited have approved the Amalgamation Agreement and that none of the creditors will be affected by the amalgamation provided for in the Amalgamation Agreement; AND UPON HEARING Jane Solicitor, counsel for the applicants; AND UPON MOTION:

25 approved. IT IS HEREBY ORDERED that the Amalgamation Agreement be and the same is hereby IT IS FURTHER ORDERED that neither ABC Company Limited or XYZ Holdings Limited be required to give notice to their creditors, if any, of the time and place of an application for an order of this Court approving the Amalgamation Agreement and that such notice be and the same is hereby dispensed with pursuant to subsection (7 of Section 134 of the Companies Act. IT IS FURTHER ORDERED that the filing with the Registrar of Joint Stock Companies of a copy of this order certified under the hand of the Prothonotary be sufficient compliance with the provisions of subsection (9 of Section 134 of the Companies Act. DATED at Halifax, Nova Scotia, this day of, 19_. Prothonotary

26 1994 S.H.No. IN THE MATTER OF: The Amalgamation of ABC Company Limited and XYZ Holdings Limited - and- IN THE MATTER OF: The Companies Act of Nova Scotia, being Chapter 81 Of the Revised Statutes of Nova Scotia, 1989 as amended ORDER

27 Ref: * 3200 November 21, 1994 HAND DELIVERED Prothonotary The Law Courts, 1815 Upper Water Street Halifax, Nova Scotia Dear Madame: Re: Application for the Amalgamation of ABC Company Limited and XYZ Holdings Limited I enclose the following documents for filing in support of the above-noted application for amalgamation to be heard in Chambers on November 25, 1994: 1. originating notice (ex parte application; 2. affidavit in support of application with attached: (a (b (c (d financial statements; agreement of amalgamation; certified copies of shareholders' resolutions; consent of creditor; 3. proposed order of amalgamation with attached agreement of amalgamation, in duplicate. This application is made under Section 134 of the Companies Act. Yours very truly, BILKEM & HOWE Per: Jane Solicitor /js Enclosures

28 Ref: November 25, 1994 HAND DELIVERED Registrar of Joint Stock Companies 1660 Hollis Street, P.O. Box 1529 Halifax,Nova Scotia B3J 2Y 4 Dear Madame: Re: Amalgamation of ABC Company Limited and XYZ Holdings Limited I enclose two certified copies of the court order for the amalgamation of ABC Company Limited and XYZ Holdings Limited. Attached as Schedule A you will note the agreement of amalgamation which itself has attached as schedules the memorandum and articles of association of the amalgamated company. Please file one copy of the order with the agreement. Under the Companies Act the date the certificate of amalgmation is issued becomes the effective date of the amalgamation and we request that the amalgamation be effective on December I enclose our firm cheque in the amount of $322: in payment of all fees which I understand are levied on the amalgamation. Please invoice me for the fee for certifying the Order, and advise me of any further fees required in order to complete the amalgamation (ie annual registration fees. I would appreciate it if you would certify and return the extra copy of the order and agreement and provide the certificate of amalgamation as soon as possible after the amalgamation date. In addition to the above noted, would you please see to the transfer of the business names of ABC Company Limited and XYZ Holdings Limited to the amalgamated company. These names are as follows: ABC Store and XYZ Emporium. Also, please reserve the business names ABC Company and XYZ Holdings, being the names of the amalgamating companies, which the amalgamated company still intends to use.

29 November 25, 1994 Page 2 Thank you for your assistance. Yours very truly, BILKEM & HOWE Per: Jane Solicitor /js

30 DIRECTORS' RESOLUTION MNOLIMITED DATED December 2,1994 AT 10:15 am Pursuant to the Companies Act, the undersigned, being all of the directors of the Company, by signing the foot hereof adopt the following resolution and by so doing render the same as valid and effectual as if it had been signed at a meeting of the directors duly called and constituted. BE IT RESOLVED AS FOLLOWS: 1. Company: THAT the following persons be and they are hereby elected officers of the Jane Doe - President Sue Jones - Secretary 2. THAT a counterpart of the agreement of amalgamation, memorandum of association and the articles of association, filed on behalf of the Company at the Registry of Joint Stock Companies, be filed with the corporate records of the Company. 3. THAT the seal of the Company, an impression of which appears at the margin hereof, be and is hereby approved and adopted as the common seal of the Company. 4. THAT the following form of share certificate be adopted as the share certificate of the Company, together with a form of transfer endorsed thereon: No. Shares MNOLIMITED Incorporated in the Province of Nova Scotia AUTHORIZED CAPITAL THIS IS TO CERTIFY that is the registered owner of fully paid and non-assessable Shares of the Capital Stock of MNO Limited, transferable only on the books of the Company (subject to the restrictions imposed by the Articles of Association of the Company by the holder hereof in person or by duly authorized Attorney upon surrender of this Certificate properly endorsed. In witness whereof the said Company has caused this Certificate to be signed by its duly authorized officers and to be sealed with the seal of the Company this day of,19_. President Secretary

31 5. THA T pursuant to the amalgamation agreement shares in the capital stock of the Company be issued as follows and that cenificates be issued therefor and the subscribers' names be entered in the register of members of the Company, the cenificates for such shares to be executed by the President and Secretary under the seal of the Company: Number Common Common Shareholder Sue Jones Jane Doe 6. THAT Jane Solicitor ofp.d. Box 123, 100 Supercity Place, Supercity, Nova Scotia be appointed recognized agent of the Company and that the required notice of such appointment be filed in due course with the Registrar of Joint Stock Companies at Halifax, Canada. 7. THA T the President and Secretary or either of them be and each of them is hereby authorized to make, on behalf of the Company, any and all applications for any and all licenses and penuits necessary for the carrying on of the business of the Company. 8. THAT the banking resolutions in the fonus attached hereto be and the same are hereby adopted. SIGNED: Jane Doe Sue Jones

32 SHAREHOLDERS' RESOLUTION MNOLIMITED December 2, 1994, as at 10:15 a.m. Pursuant to the Companies Act, the undersigned, being all of the shareholders of the Company, by signing the "foot hereof adopt the following resolution and by so doing render the same as valid and effectual as if it had been signed at a meeting of the shareholders duly called and constituted. BE IT RESOLVED AS FOLLOWS: 1. WHEREAS it is uncertain whether the provisions of subsections 26(4(0, (g and (i of the Companies Act apply to the Company as a result of the application to the Company of subsections 26(8, (9, (10, (11 and (12 of the Companies Act; AND WHEREAS it is deemed desirable and in the best interests of the Company that the dir~ctors of the Company be authorized to exercise the powers set out in subsections 26(4(0, (g and (i; BE IT THEREFORE RESOLVED as a special resolution of the Company that the shareholders of the Company hereby sanction the exercise by the Company from time to time of each and every of the powers set forth in clauses (0, (g and (i of subsection (4 of Section 26 of the Companies Act and that the directors of the Company be and they are hereby authorized and empowered to exercise at any time and from time to time any and all such powers in the name of and on behalf of the Company and that without limiting the generality of the foregoing, the directors may: (a Sell or dispose of the undertaking of the Company or any part thereof for such consideration as the directors may think fit, and in particular for shares, debentures or securities of any other company having objects altogether or in part similar to the Company; (b Subscribe for, take or otherwise acquire and hold, shares and securities of any other company having objects altogether or in part similar to those of the Company or carrying on any business capable of being conducted so as to directly or indirectly benefit the Company; (c Invest the monies of the Company not immediately required in the business of the Company including, without restriction, the purchase of shares, debentures or securities of any other company, in such manner as may from time to time be determined by the directors of the Company

33 2. WHEREAS it is deemed desirable and in the best interests of the Company that the directors may exercise to the fullest extent the power to purchase or otherwise acquire shares issued by the Company; BE IT THEREFORE RESOLVED as a special resolution of the Company that the shareholders of the Company hereby sanction the exercise by the Company of all and every power to purchase or otherwise acquire shares issued by it and that the directors of the Company be and they are hereby authorized and empowered to exercise at any time and from time to time any and all such powers in the name of and on behalf of the Company and in particular, without restricting the generality of the foregoing, the directors of the Company be and they are hereby authorized and empowered in the name of and on behalf of the Company to purchase or otherwise acquire shares issued by the Company pursuant to and in accordance with the provisions of subsections (5 and (7 of Section 51 of the Companies Act. 3. BE IT RESOLVED as a special resolution of the Company that a resolution respecting the borrowing of money in the form attached hereto as Schedule A be and the same is hereby passed as a special resolution. 4. BE IT RESOLVED as a special resolution of the Company that the special resolution respecting the borrowing of money in the form attached hereto as Schedule B be and the same is hereby passed as a special resolution. 5. THA T the fiscal year of the Company be and the same is hereby fixed as the period ending November 30, in each year. 6. THA T Doe & Roe, Chartered Accountants, be and are hereby appointed auditors of the Company for the ensuing year. SIGNED: Jane Doe Sue Jones

34 BE IT RESOLVED as a special resolution of the Company: SCHEDULE A 1. THAT the members of the Company hereby sanction the exercise by the Company of all and every power to borrow money and to secure repayment thereof conferred upon it by the Companies Act of Nova Scotia and that the directors of the Company be and they are hereby authorized and empowered to exercise at any time and from time to time any and all such powers in the name of and on behalf of the Company. 2. THAT without limiting the generality of the foregoing, the directors may: (a mortgage and charge all or any part of the real or personal property of the Company to any person, fum or corporation to secure the repayment of money borrowed by the Company and for this purpose to settle the form of mortgage, the date and amounts of capital repayments, the rate or amounts of interest and all and every provision thereof; and (b mortgage and charge all or any part of the real or personal property of the Company to any person, firm or corporation to secure any liability or obligation of the Company (including any liability or obligation arising under guarantee and for tlis purpose to settle the form of mortgage and all and every provision thereof; and (c create and issue debentures of the Company limited or unlimited, in aggregate principal amount, to bear such date or dates, to mature on such date or dates, to bear such rate or rates of income or interest, to be in such denominations and to be issued in such amounts, at such times and from time to time and either in series or otherwise as the directors may from time to time determine; and (d secure all or some of such debentures by a specific mortgage, pledge or change and/or floating charge in favour of the holder or holders thereof from time to time or in favour of a trustee for the holders of such debentures, upon the whole or such part of the undertaking, property and assets, present and future, of the Company as may be determined by the directors from time to time; and (e fix and determine the form and contents of mortgages or deeds of trust and mortgage or trust indentures and any deed or deeds supplementary or ancillary thereto and of the debentures from time to time to be issued thereunder and/or secured thereby; and in particular, the principal amount of debentures to be issued, the place or places, time or times at, and the currency or currencies, in which the principal and interest of and on such debentures shall be payable, the premium (if any payable upon redemption of any debentures redeemed or paid off before maturity, the amount of sinking fund (if any to be paid and the appropriation thereof and all matters and things relating to the execution and delivery of any mortgages or deeds of trust and mortgage or trust indentures and any deed or deeds supplementary or ancillary thereto. 3. THAT the directors be and they are hereby authorized and empowered to sell, exchange, pledge, hypothecate or otherwise dispose of or deal in or with all or any debentures issued by the Company on such terms or conditions and at such price or prices whether at a discount or at the principal amount thereof or at a premium or without consideration as they may think fit. 4. THAT the term "debentures" as used herein means bonds, debentures, debenture stock, income bonds or income debentures or other like liabilities of the Company, whether constituting a charge on property of the Company or not

35 CONTINUANCE OF A CORPORATION TO NOVA SCOTIA INSTRUCTION SHEET 1. The Registry of Joint Stock Companies should be contacted in order to have the continuing Corporation's name searched and reserved for use in Nova Scoti~. In most cases, the RJSC will require a NUANS search for the name. 2. It should be detennined what documents (ie copies of the proposed memorandum or articles of association will be required by the Director of Corporations in the current jurisdiction of the Corporation, and these documents drafted, either in Nova Scotia, or by counsel in the other jurisdiction. 3. An opinion to the Registrar of Corporations in the current jurisdiction re: the effect of continuance in Nova Scotia on the Corporation must be drafted, and send to counsel in the current jurisdiction for filing along with the request in number A Certificate of Status must be ordered and a request for a letter of non-objection to the continuance from the Director of Corporations in the current jurisdiction of the Corporation must be requested, either by Nova Scotia counselor by counsel in the other jurisdiction. 5. An opinion to the Registrar of Joint Stock Companies re: law of the current jurisdiction pennitting the continuance of a corporation to Nova Scotia must be prepared by counsel in the other jurisdiction. 6. The following documents must be drafted: (a Special resolution of shareholders authorizing continuance in Nova Scotia in "minute book" and certification forms. Attached as Schedule" A" should be the new Memorandum of Association of the Corporation, and as Schedule "B" the new Articles of Association of the Corporation. The minute book copy is to be signed by all of the shareholders of the Corporation, and the certification copies certified by the secretary of the Corporation. If the Corporation's name currently ends in "Inc.", "Ltd.", or "Corp.". or "Corporation" a change of name resolution must be included in this resolution, changing the last word in the name of the Corporation to "Incorporated" or "Limited". This change of name is required, and the RJSC will not issue a certificate of continuance for a company unless the last word in the company's name is "Limited", 'Limitee", "Incorporated" or "Incorporee"

36 (b (c (d Application for continuance, and the affidavit to accompany it must be drafted. Both are executed by and officer of the Corporation. Appointment of Agent and Notice of Registered Office must be drafted. Both are executed by an officer of the Corporation. Notice of Officers and Directors must be prepared. This can be signed by the corporation's lawyer. 7. The following are filed with the RJSC: (a (b (c (d (e Application with annexed affidavit; Certificate of Status from the current jurisdiction; Letter of non-objection to continuance from Registrar in current jurisdiction; Certified copies ofthe special resolution authorizing the continuance. Request that one copy be certified as to filing at the RJ SC; Notice of Officers and Directors, Notice of Registered Office, and Appointment of Agent; (0 Opinion regarding the laws of the original jurisdiction; (g The required fees (currently $250 for continuance, $5 for each certified copy, and $5 for the appointment of agent. There may be additional fees required if the corporation was not registered as an extra-provincial company in Nova Scotia prior to the continuance. A certified copy of the Certificate of Continuance for filing with the Registrar of Corporations in the current jurisdiction should be requested. 8. The Certificate of Continuance will be received from the RJSC in due course. The certified copy of Certificate should be filed with the Registrar of Corporations in the old jurisdiction, in order that the corporation may be discontinued in the old jurisdiction. 9. A Certificate of Discontinuance from the Registrar of Corporations in the old jurisdiction will be received in due course. 10. All documentation should be filed in the minute book of the Company

37 SPECIAL RESOLUTION OF THE SHAREHOLDERS MERRY CHRISTMAS LTD. Pursuant to the Companies Act, the undersigned, being all of the shareholders of the Company, by signing the foot hereof adopt the following resolution and by so doing render the same as valid and effectual as if it had been signed at a meeting of the shareholders duly called and constituted. WHEREAS Merry Christmas Ltd. (the "Corporation" was incorporated under the Ontario Business Corporations Act pursuant to certificate of incorporation dated December 24, 1990;. AND WHEREAS it is deemed advisable that the Corporation make application for a certificate of continuance under the Companies Act of Nova Scotia (the Nova Scotia Act; NOW THEREFORE IT IS RESOLVED as a special resolution of the Corporation: 1. THAT the Corporation make application pursuant to Section 133 of the Nova Scotia Act for a certificate of continuance continuing the Corporation as a body corporate and politic under the laws of the Province of Nova Scotia; 2. THAT notice of the application for continuance be given to the Director under the Ontario Business Corporations Act; 3. THA T subject to the issuance of such certificate of continuance and without affecting the validity of the Company and the existence of the Company by or under its certificate of incorporation and any act done thereunder, the Corporation hereby: (a (b approves and adopts the memorandum of association in the form attached hereto as Schedule A; and approves and adopts the articles of association in the form attached hereto as Schedule B; 4. THAT subject to such continuance and the issue of a Certificate of Discontinuance and without affecting the validity of the Corporation by or under its Articles of Incorporation and of any act done thereunder, its Articles of Incorporation are hereby amended to make all changes necessary to conform to the Nova Scotia Companies Act including that the name of the Corporation be changed to Merry Christmas Limited upon continuance of the Corporation, such

38 - 2 - change to become effective upon obtaining the approval of the Registrar of Joint Stock Companies of Nova Scotia. 4. THAT any officer or director of the Corporation be and is hereby authorized and directed to do all things and execute all documents, under the corporate seal where required, necessary or desirable to give effect to the foregoing. DATED November 25, Santa Claus Mrs. Claus

39 SPECIAL RESOLUTION OF THE SHAREHOLDERS OF MERRY CHRISTMAS LTD. BE IT RESOLVED as a special resolution of the Corporation: 1. THAT the Corporation make application pursuant to Section 133 of the Nova Scotia Act for a certificate of continuance continuing the Corporation as a body corporate and politic under the laws of the Province of Nova Scotia; 2. THAT notice of the application for continuance be given to the Director under the Ontarion Business Corporations Act; 3. THAT subject to the issuance of such certificate of continuance and without affecting the validity of the Company and the existence of the Company by or under its certificate of incorporation and any act done thereunder, the Corporation hereby: (a (b approves and adopts the memorandum of association in the form attached hereto as Schedule A; and approves and adopts the articles of association in the form attached hereto as Schedule B; 4. THAT subject to such continuance and the issue of a Certificate of Discontinuance and without affecting the validity of the Corporation by or under its Articles of Incorporation and of any act done thereunder, its Articles of Incorporation are hereby amended to make all changes necessary to conform to the Nova Scotia Companies Act including that the name of the Corporation be changed to Merry Christmas Limited upon continuance of the Corporation, such change to become effective upon obtaining the approval of the Registrar of Joint Stock Companies of Nov.a Scotia. 4. THAT any officer or director of the Corporation be and is hereby authorized and directed to do all things and execute all documents, under the corporate seal where required, necessary or desirable to give effect to the foregoing. *************************************** I hereby certify that the attached Resolution is a true copy of a Special Resolution duly passed on the 25th day of November, 1994 by being signed by all of the shareholders of the Company, and that the attached Resolution is still in full force and effect. WITNESS my hand and seal of the Company this 25th day of November, Mrs. Clause, Secretary Merry Christmas Ltd