Amendment to the by Laws. The board of directors may, from time to time, adopt by-laws not contrary to law or to the articles of the Corporation for the purposes indicated in the laws governing the Corporation, and may repeal, amend or re-enact by-laws of the Corporation, but every such by-law (excepting by-laws made respecting agents, officers and employees of the Corporation) and every repeal, amendment or re-enactment thereof, unless in the meantime approved at a special general meeting of the shareholders of the Corporation duly called for that purpose, shall only have force until the next annual general meeting of the Corporation and, in default of confirmation thereat, shall, at and from that time, cease to have force. CERTIFIED as adopted by all the directors this 13th day of April 2000. APPROVED AND CONFIRMED by the sole shareholder this 13th day of April 2000. Xxx Xxxxxx President Xxxxx Xxxxxxx Secretary EXHIBIT 4.1 SUMMARY IN ENGLISH LANGUAGE OF THE AGREEMENT OF SUBSCRIPTION DATED MAY 16 , 2000 BETWEEN ALTAVISTA MINES INC. AND STRATECO RESOURCES INC. On May 16, 2000, Altavista Mines Inc. (Altavista) subscribed 5,063,290 common shares of Strateco in exchange of $400,000.Cnd. This agreement is in connection with the purchase by Strateco of the mining properties valued at $348,000 in exchange of the issuance of 4,427,193 common shares of Strateco for a total issuance of 9,490,485 common shares of Strateco. The parties have agreed that the interpretation and application of this agreement would be under the exclusive jurisdiction of the laws and courts of Quebec. The date of closing was fixed at the date where all the authorizations and approbations would be received by Altavista as described in the Circular of information to its shareholders dated May 16, 2002, or on July 31, 2000 or at any other date agreed upon by the parties. On closing, upon reception of the check in the amount of $400,000 as final and complete payment of the common shares, Strateco engaged itself to issue a certificate of shares. Strateco made representations and warranties as to the receipt of consents, approval, authorizations, orders or acceptance by the regulatory authorities for the issuance of the shares and the certificate and of its full capacity to effect such issuance. Strateco further warranted that it was duly incorporated, had the powers and the capacity to possess or to lease its assets and to exploit its business and that the present transaction was authorized by its by-laws, and did not c...
Amendment to the by Laws. Any proposed amendment to the By-Laws that would adversely affect Toppan or the other Strategic Investors must be approved by the affirmative vote of a majority of the voting power of all issued and outstanding Class A Common Stock owned by such Strategic Investors; provided that the following actions shall not be deemed to adversely affect the Strategic Investors: (i) the Company’s issuance of Class A Common Stock or any other equity securities to the Majority Investors, (ii) the Company’s issuance of Class A Common Stock or any other equity securities to any new or existing investors with rights that are pari passu with or inferior to those granted to the Strategic Investors or (iii) the amendment of the By-Laws to include the provisions set forth or relating to Sections 6, 7, 8, 9 and 10 hereof.
Amendment to the by Laws. If necessary, the Parties agree to amend the By-laws within sixty (60) days after the date hereof, in order to reflect the provisions of this Agreement, where applicable. The Parties agree that in the event that the IGJ does not accept, or objects to, any or all the amendments arising from the provisions hereof, the Parties and their advisors shall adapt the wording of the By-laws as necessary to have them approved and registered by the IGJ. This notwithstanding, in the event that they do not accurately reflect the provisions of this Agreement, the Parties agree that this Agreement shall prevail between them over the By-laws.
Amendment to the by Laws
