Exhibit 3.1
VOTING AGREEMENT
THIS AGREEMENT is made as of the 24 day of July, 2001
BETWEEN: XXXXXXX XXXXXXXXX
of the City of Lake Forest, Illinois
(hereinafter referred to as "Xxxxxxxxx")
AND: XXXX XXXXXX XXXXXXX
of the City of Ottawa, Province of Ontario
(hereinafter referred to as "Xxxxxxx")
AND: XXXX XXXXXXXXX
of the City of Ottawa, Province of Ontario
(hereinafter referred to as "Champagne")
(collectively Xxxxxxxxx, Xxxxxxx and Champagne shall
be referred to as the "Shareholders")
WHEREAS:
A. The Shareholders are the registered and beneficial owners of
7,064,352 of the issued and outstanding common shares of
X-Xxxxxxx.xxx.Xxx. (the "Corporation") (the "Shares"). Individually,
Xxxxxxxxx is the registered and beneficial owner of 3,500,000 Shares,
Xxxxxxx is the registered and beneficial owner of 1,171,431 Shares,
and Champagne is the registered and beneficial owner of 2,392,921
Shares.
B. The Shareholders wish to enter into this Agreement whereby, in
exercising their respective voting rights, the Shares shall be voted
in accordance with the terms and conditions set forth herein.
NOW THEREFORE in consideration of the premises and the mutual
covenants herein contained, and other good and valuable consideration (the
receipt and sufficiency of which is hereby acknowledged by each of the parties),
the parties hereto covenant and agree as follows:
1. RECITALS
1.1 The parties hereto hereby acknowledge and confirm that the
statements contained in the foregoing recitals are true as of the
date of this Agreement.
2. APPROVAL OF CERTAIN MATTERS
2.1 In exercising any voting rights to which any of the Shareholders
may be entitled by virtue of ownership of the Shares, each
Shareholder will consult and confer with the others and the
Shareholders will act jointly, as the majority of them shall decide,
in exercising such voting rights with respect to any matter where the
Corporation may:
2.1.1 assume, incur, guarantee or have outstanding any
indebtedness in any amount in excess of $250,000 Dollars
in any one calendar year;
2.1.2 directly or indirectly make loans or advances to invest in
or give security for or guarantee the debts of any other
corporation or person;
2.1.3 purchase or lease any capital asset for a sum in excess of
$250,000 Dollars in any one calendar year;
2.1.4 sell, assign, transfer, mortgage, pledge, hypothecate,
encumber or otherwise dispose of any of the assets of the
Corporation out of the ordinary course of business;
2.1.5 undergo any fundamental corporate changes, including,
without limitation, any amalgamation, arrangement,
continuation, reorganization, liquidation, dissolution or
winding-up;
2.1.6 pay any dividend on any of its outstanding Shares;
2.1.7 issue, or enter into any agreement to issue, or grant any
right capable of becoming an agreement to issue, any
additional Shares;
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2.1.8 change the nature of the business currently carried on by
the Corporation in any material way;
2.1.9 amend its articles or enact or amend any bylaw or special
resolution;
2.1.10 redeem or purchase for cancellation any of its Shares from
time to time outstanding;
2.1.11 change the number of the directors of the Corporation;
2.1.12 make any loans to officers or directors;
2.1.13 enter into any partnership or any agreement for the
sharing of profits or any joint venture with any other
person, firm or corporation;
2.1.14 hold, subscribe for or agree to purchase or acquire shares
in the capital stock of any other corporation;
2.1.15 enter into any action or transaction not in the ordinary
course of the business of the Corporation; or
2.1.16 change the fiscal period of the Corporation.
3. FUTURE SHARES
3.1 This Agreement shall relate to the Shares of the Corporation now
owned by each of the Shareholders, as set forth in the recital to
this Agreement and to such additional Shares of the Corporation as
may hereafter be acquired by any one or more of them.
4. CURRENCY
4.1 All sums of money referred to in this Agreement are expressed in
Canadian Dollars unless otherwise stated.
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5. WAIVERS
5.1 No amendment, waiver or termination of this Agreement will be
binding unless executed in writing by the parties to be bound hereby.
No waiver of any provision of this Agreement will be deemed or will
constitute a waiver of any other provision, nor will any such waiver
constitute a continuing waiver unless expressly provided.
6. FURTHER ASSURANCES
6.1 The parties hereto shall do all further acts and things and
execute all further documents reasonably required in the
circumstances to effect the provisions and intent of this Agreement.
7. AMENDMENT OF AGREEMENT
7.1 This Agreement may be altered, amended or annulled at any time by
the mutual consent in writing of all of the parties hereto.
8. AGREEMENT NOT ASSIGNABLE
8.1 This Agreement may not be assigned, either in whole or in part,
by any of the parties hereto.
9. GOVERNING LAW
9.1 This Agreement shall be governed by and construed in accordance
with the laws of the Province of Ontario and the laws of Canada
applicable therein.
10. HEADINGS
10.1 The headings appearing throughout this Agreement shall not form
part of this Agreement and are provided for convenience of reference
only and will not affect the construction or interpretation hereof.
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11. SEVERABILITY
11.1 The invalidity or unenforceability of any provision of this
Agreement will not affect the validity or enforceability of any other
provision hereof and any such invalid or unenforceable provision will
be deemed to be severable.
12. COUNTERPARTS
12.1 This Agreement may be executed by the parties in separate
counterparts, each of which when so executed and delivered shall be
an original, but all such counterparts shall together constitute one
and the same instrument.
13. AGREEMENT BINDING
13.1 This Agreement shall enure to the benefit of and be binding upon
the parties hereto and their respective personal representatives,
executors, administrators, heirs, successors and assigns.
14. TERMINATION
14.1 This Agreement shall terminate on the earliest of the following
dates:
14.1.1 At any time upon agreement in writing of all of the
parties hereto; or
14.1.2 When a Shareholder no longer owns any Shares in the
capital of the Corporation; or
14.1.3 Two years from the date hereof.
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IN WITNESS WHEREOF this Agreement has been executed by the parties
hereto as of the date first set forth above.
SIGNED, SEALED AND DELIVERED
/s/ Xxxxxx Xxxxx /s/ Xxxxxxx Xxxxxxxxx
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WITNESS - XXXXXX XXXXX XXXXXXX XXXXXXXXX
/s/ Xxxxxx Xxxxx /s/ Xxxx Xxxxxx Xxxxxxx
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WITNESS- XXXXXX XXXXX XXXX XXXXXX XXXXXXX
/s/ Xxxxxx Xxxxx /s/ Xxxx Xxxxxxxxx
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WITNESS- XXXXXX XXXXX XXXX XXXXXXXXX
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