3066 To authorize the execution of a Shareholders Agreement with Southwestern Ontario Marketing Alliance Inc. (SOMA)THE CORPORATION Or THL, -.-TOWN OF TILLSONBURG
T �Q
BY-LAW hj'
A BY-LAW to authorize the execution of a Shareholders' Agreement with
Southwester Ontario Marketing Alliance Inc. (SOMA)
WHEREAS pursuant to Section 8 of the Municipal Act, 2001, S.O. 2001, C.25, a
municipality has the capacity, rights, powers and privileges of a natural person for the
purpose of exercising its authority Linder this or any other Act,
AND WHEREAS it is deemed expedient to enter into a Shareholders' Agreement with
various municipalities who are shareholders in the Southwestern Ontario Marketing
Alliance Inc. (SOMA)
NOW THEREFORE the Council of the Corporation of the Town of Tillsonburg enacts
as hollows:
1. That the following Agreement attached hereto is hereby approved:
Schedule "A" - Agreement with Southwestern Ontario Marketing Alliance Inc.
2. That Schedules "A" hereto attached are declared to be part of this by-law as if
written and incorporated herein.
3. That the Mayor and Clerk are hereby authorized to execute the document attached
hereto and such other documents to implement the matters herein.
4. This By -Law shall come into force and effect upon enactment.
READ a First, Second and Third Time, Signed, Sealed and Numbered
t '
this 14th day of July 2003.
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THIS SHAREHOLDERS AGREEMENT made as of January 10, 2001.
SHAREHOLDERS'AGREEMENT
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INDEX
Article
1100
Definitions and Interpretations
ZOO
Termination of Prior Agreements and Term of
This Agreement
3.00
Warranties and Covenants
4.00
Provisions for Control
5.00
Restrictions on Transfer of Shares
6.00
Operation and Financing
7.00
Buy -Sell
8.00
General Sale Provisions
9.00
General Contract Provisions
10.00
Execution by the Corporation
11.00
Escrow Agreement
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THIS SHAREHOLDERS AGREEMENT made the 1 Oth day of January, 2001.
13ETWEEN:
THE CORPORATION OF THE CITY OF WOODSTOCK
P.O. Box 40
Woodstock, Ontario
N45 7V✓5
(hereinafter called "Woodstock")
OF THE FIRST PART
THE CORPORATION OF THE TOWN OF INGERSOLL
130 Qxford Street, 2nd Floor
Ingersoll, Ontario
N5C 2V5
(hereinafter called "Ingersoll")
OF THE SECOND PART
THE CORPORATION OF THE CITY OF STRATFORD
47 Downie Streit
Stratford, Ontario
N15A
(hereinafter called "Stratford")
OF THE THIRD PART
ST. THO
CORPORATION.
P.O. Box 520
5t. Thomas, Ontario
NSP 3V7
(hereinafter called "St. Thomas")
OF THE FOURTH PART
THE CORPORATION OF THE TOWN OF AYLMER
45 Talbot Street West
Aylmer, ON
N5H I J7
(hereinafter called "Aylmer" }
OF THE FIFTH PART
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THE CORPORATION OF THE.MUNICIPALITY OF
NORTH MIDDLESEX
229 Main Street
Parkhill,ON
NOM 2K0
(hereinafter called "North
Middlesex"
OF THE SIXTH PART
-and-
SOUTHWESTERN ONTARIO MARKETING
ALLIANCE INC.
500 Dundas Street
Woodstock, ON
N4S 1 Cit
(hereinafter called "the
Corporation")
OF THE SEVENTH PART
RECITALS
WHEREAS the beneficial holders of all of the issued and outstanding
Common Shares in the capital stock of the Corporation are as follows:
Shareholder shares
The Corporation of the City of Woodstock 2 Common
(Proxy held by Paul D. Plant)
The Corporation of the .City of Stratford 2 Common
(Proxy held by Larry M. Appel)
St. Thomas Economic Development Corporation 2 Common
(Proxy held by Robert N. Wheeler)
The Corporation of the Munici ali of North Middlesex 1 Common
(Proxy held by Shirley L. Scott)
The Corporation of the Town of Ingersoll 1 Common
(Proxy held by Edward A. Hunt)
The Corporation of the Town of Aylmer 1 Common
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(Proxy held by Wendell S. Graves)
AND WHEREAS the parties wish to enter into this Agreement in order to
make arrangements regarding the organization and affairs of the Corporation and
the sale of shares of the Corporation under certain circumstances
NOW THEREFORE THIS AGREEMENT WITNESSETH that in
consideration of the mutual covenants herein contained, THE PARTIES
COVENANT AND AGREE AS FOLLOWS:
ARTICLE 1.00
DEFINITIONS AND INTERPRETATION
1.01 Definitions
As used in this Agreement, the following words and phrases have the following
meanings, respectively:
(a) "Accountant' means the firm Peter M. Laing. Chartered
Accountant or such other firm of chartered accountants as are appointed by the
Corporation from time to time
(b) "Agreement' means this Agreement, as amended from time to time
(c) "Board of Directors" means the Board of Directors of the
Corporation from time to time
(d) "Corporation' means Southwestern Ontario Marketing Alliance
Inc., and any Corporation or corporations with which the Corporation is
consolidated, amalgamated or merged
(e) "Escrow Agent" means the person so appointed from time to time
by a majority of the Shareholders
(f) "person'' includes individuals, corporations, limited partnerships,
general partnerships, joint stock companies, joint ventures, associations,
companies, trusts or other organizations, whether or not legal entities
(g} "Shareholder'' means any of:
The Corporation of the City of Woodstock
The Corporation of the City of Stratford
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St. Thomas Economic Development Conporation
The Corporation of the Municip of North Middlesex
The Corporation of the Town of Ingersoll
The Corporation of the Town of Aylmer
(h) "Shareholders" means every Shareholder
1.02 All payments contemplated herein shall be paid in Canadian funds, in cash
or by certified cheque,
1,03 The division of this Agreement into articles and sections is for convenience
of reference only and shall not affect the interpretation or construction of this
Agreement.
1.04 This Agreement shall be governed by and construed in accordance with the
laws of the Province of Ontario,
1.05 All words and personal pronouns relating thereto shall be read and
construed as the number and gender of the party or parties referred to in each
case require and the verb shall be construed as agreeing with the required word
and pronoun.
1.06 When calculating the period of time within which or following which any act
is to be done or step taken pursuant to this Agreement, the date which is the
reference date in calculating such period shall be excluded. If the last day of
such period is a non -Business Day, the period in question shall and on the next
Business Day.
1.07 Any references herein to any law, by-law, rule, regulation, order or act of
any government, governmental body or other regulatory body shall be construed
as a reference thereto as amended or re-enacted from time to time or as a
reference to any successor thereto.
L08 Unless otherwise specified, all references herein to currency shall be
references to currency of Canada.
ARTICLE 2.00
TERMINATION OF PRIOR AGREEMENTS AND TERM OF THIS AGREEMENT
2.01 Termination of Prior Agreements
All prior agreements between some or all of the parties hereto regarding the
organization and affairs of the Corporation and the sale of any Shareholder's
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shares of the Corporation under certain circumstances, whether written or oral,
are hereby terminated.
2.02 Term of this Agreement
This Agreement shall come into force and effect as of the date set out
above and shall continue in force until the earlier of.
(a) the date on which only one Shareholder holds shares in the
Corporation
(b) the date this Agreement is terminated by written agreement of all of
the Shareholders of the Corporation
(0) the date on which the Corporation is dissolved in accordance with
the applicable provisions of the applicable corporate legislation.
ARTICLE 3
WARRANTIES AND COVENANTS
3.01 Each Shareholder warrants that
(a) it is the registered and beneficial owner of that number and class of
the issued and outstanding shares of the Corporation set out opposite its name
below.
Shareholder Shares
The Corporation of the City of Woodstock 2 Common
(Proxy held by Paul D. Plant)
The Corporation of the City of Stratford 2 Common
(Proxy held by Larry M. Appel)
St. Thomas Economic Development Corporation 2 Common
(Proxy held by Robert H. Wheeler)
The Corporation of the Municipality of North Middlesex 1 Common
(Proxy held by Shirley L. Scott)
The Corporation of the Town of Ingersoll 1 Common
(Proxy held by Edward A. Hunt)
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The Corporation of the Town of Aylmer 1 Common
(Proxy held by WendellS.- Graves)
(b) save as otherwise specified herein, the shares set out opposite its
name above are free and clear of all claims, liens and encumbrances whatsoever
and no person, firm, corporation, partnership, trust or other entity has any
agreement or option or right capable of becoming an agreement for the purchase
of any such shares and
3.02 The Corporation warrants that:
(a) the authorized capital of the Corporation consists of an unlimited
number of shares designated as Common Shares
(b) the shares listed in Subsection 3.01(a) above are the only issued
and outstanding shares of the Corporation and,
(C) no person, firm, Corporation, partnership, trust or other entity has
any agreement or option or right capable of becoming an agreement for the
purchase, subscription or issuance of any of the unissued shares of the
Corporation.
ARTICLE 4.00
PROVISIONS FOR CONTROL
4.01 Management of Corporation
The Shareholders shall cause such meetings of the Corporation to be held,
votes cast, resolutions passed, by-laws enacted, documents executed and all
things and acts done to ensure the following continuing arrangements VA*th
respect to the operation and control of each of the Corporation:
(a) The affairs of the Corporation shall be managed by a Board of
Directors which shall at all times consist of:
two (2) nominee(s) for The Corporation of the City of Woodstock
two (2) nominee(s) for The Corporation of the City of Stratford
two (2) nominees} for St. Thomas Economic Development Corporation
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one (1) nominee for The Corporation of the Municipality of North
Middlesex
one (1) nominee for The Corporation of the Town of Ingersoll
one (1) nominee for The Corporation of the Town of Aylmer
(b) The officers of the Corporation shall be:
President - Paul D. Plant
Secretary - Edward A. Hunt
Treasurer - Lagy M. Appel
and such additional officers as the Board of Directors may determine from time to
time. Notwithstanding the foregoing, if any above-named officer resigns his
office, then the Board of Directors shall be entitled to appoint a replacement.
(c) A quorum for a meeting of the Board of Directors shall be four (4)
directors,,
(d) A quorum for a meeting of Shareholders of the Corporation shall be
six (6) Shareholders of the Corporation present or represented by proxy.
(e) the registered office of the Corporation shall be located at 500
Dundas Street, Woodstock, Ontario N4S 1 C4
(f) the financial year of the Corporation shall terminate on December
31 in each year
(0) The Corporation's bank shall be Royal Bank of Canada, 452
WANNNONNOW
Dundas Street, Woodstock, O'N and any two (2) of the President, Secretary and
Treasurer shall have power to execute on behalf of the Corporation cheques,
promissory notes and bills of exchange
(h) the Corporation's accountant (accountants) shall be those as
defined in Article 1.00
(i) Notwithstanding any statutory rule or rule of procedure to the
contrary, the Chairman at any meeting of the Board of Directors or at any
meeting of the Shareholders of the Corporation shall NOT be entitled to a
second, extra or casting vote in the case of a tie vote at any such meeting.
ARTICLE 5.00
RESTRICTIONS ON TRANSFER OF SHARES
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5.01 Restriction on Disposition
The Shareholders covenant that they will not sell, assign, transfer, pledge,
mortgage, charge, Create a security interest in, hypothecate or otherwise dispose
of, encumber or deal with any of the shares of the Corporation beneficially owned
or controlled by them, except in accordance with the written consent of the other
parties hereto.
5.02 Restrictions on Transfer
Except as otherwise provided for herein or as specifically consented to in
writing by the parties, the parties hereto shall not make any agreement to directly
or indirectly sell, assign, transfer, give, devise, bequeath, mortgage, pledge,
hypothecate or otherwise dispose of, alienate or in any way encumber or create
a security interest in, or grant any option on any of the shares in the capital of the
Corporation they respectively own or may own for any reason or purpose
whatsoever. Any attempt to accomplish or affect any or all of the acts prohibited
hereby shall be null and void.
ARTICLE 6.00
OPERATION AND FINANCING
6.01 Records
Proper books of account shall be kept by the Corporation and entries shall
be made therein of all matters, terms, transactions and things as are usually
written and entered into the books of account in accordance with generally
accepted accounting principles and each of the Shareholders or his/her
nominees shall have free access at all times to examine and copy them and shall
at all times furnish to the others correct information, accounts and statements of
and concerning all transactions pertaining to the Corporation without any
concealment or suppression.
6.02 Accountants/Auditors
The accountants/auditors of the Corporation shall be as hereinbefore
identified or such other firm of accountants/auditors as the Shareholders shall
appoint from time to time and such auditors/accountants shall, at the fiscal year
end of the Corporation and at such other times as they may be reasonably
requested by any of the Shareholders, make an audit of the books and accounts
of the Corporation and for such purposes, they shall have access to all books of
account, records and all vouchers, cheques, papers and documents of or to the
extent to which such books, records, vouchers, cheques, papers and documents
relate to the Corporation provided that the Shareholders shall be free to waive
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the audit requirement by written waiver and agree to receive accountants'
comments only.
6,03 Corporation's Bank
The Corporation shall maintain a bank account or bank accounts at such
bank or trust company as the Board of Directors shall from time to time
determine. All bank accounts shall be kept in the name of the Corporation and
all cheques, bills, notes, drafts or other instruments shall require the signatures of
such individuals as the Board of Directors may from time to time determine. All
monies received from time to time for the account of the Corporation shall be
paid immediately into such bank account or accounts for the time being in
operation, in the same drafts, cheques, bills or cash in which they are received
and all disbursements an account of the Corporation shall be made by cheque on
such bank or trust company.
6,04 Shareholders Financing
The Board of Directors from time to time shall assess to each Shareholder
the Shareholder's share of the operating budget (the Assessment) which shall be
assessed to each Shareholder in proportion to the issued and outstanding shares
of each Shareholder,
ARTICLE 7,00
BUY -SELL
7.01.1 At any time, any Shareholder shall have the right by notice
addressed to or delivered to the Corporation to sell to the Corporation all but not
less than all of its shareholdings in the Corporation,
7.01.2 At any time the Corporation shall have the right by notice
addressed to or delivered to any Shareholder, the demand of the Corporation
that such Shareholder sell all but not less than all of its shareholdings in the
Corporation to the Corporation as expressed by a Resolution of the Board of
Directors passed by not less than seventy-five (75%) per cent of the votes cast at
a meeting of the said Board.
7.02 In the event that a shareholder shall default for a period of not less than one
hundred and twenty (120) days in the payment of the Assessment the
Corporation may demand that the defaulting shareholders shall sell to the
Corporation all of its shareholdings in the Corporation
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7.03 In any event, the consideration for the transfer of the shares aforesaid shall
be in the sum of $2.00 only.
ARTICLE 8.00
GENERAL SALE PROVISIONS
8.01 Selling Shareholder's obligation at Closing
Five days after giving Notice, the Selling Shareholder shall:
(a) deliver to the Corporation signed resignations of the Selling
Shareholder or its nominees, if any, as directors, officers and employees of the
Corporation, as the case may be
(b) assign and transfer to the Corporation the Selling Shareholder's
Shares and shall deliver the required share certificate(s) duly endorsed for
transfer into the Corporation's name or as it may direct
(c) do all other things required in order to deliver good and marketable
title to the Selling Sharehalder,s Shares to the Corporation free and clear of any
claims, liens and encumbrances whatsoever including, without limitation, the
delivery of any governmental releases and declarations of transmission.
(d) deliver to the Corporation a release by the Selling Shareholder and
its nominees, if any, of all its claims against the Corporation with respect to any
matter or thing in their capacity as a director, officer, Shareholder, employee or
creditor of the Corporation
Lel deliver to the Corporation a release by the Selling Shareholder and
its nominees, if any, in their capacity as a director, officer, Shareholder and
employee of the Corporation of all of its claims against the Corporation and each
of the other Shareholders and their nominees, if any, in their capacity as a
Shareholder, director, officer and employee of the Corporation.
8.02 Corporation's obligations at Closing
At the Time of Closing, the Corporation shall:
(a) deliver to the Selling Shareholder and its nominees, if any, a
release by the Corporation and its nominees in its capacity as a director, officer
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and Shareholder of the Corporation of all its claims against each of the Selling
Shareholder in its capacity as a Shareholder, director or officer of the Corporation
and
ARTICLE 9.00
GENERAL CONTRACT PROVISIONS
9.01 Share Legend
All share certificates of the Corporation shall have the following legend
endorsed thereon forthwith after the execution of this Agreement:
The shares represented by this certificate are subject to an
agreement made among the shareholders and the Corporation,
Notice of such agreement is hereby given and a copy is
available at the head office of the Corporation.
9.02 Notices
All notices, requests, demands or other communications by the terms
hereof required or permitted to be given by one party to another shall be given in
writing by personal delivery or by registered mail, postage prepaid, addressed to
such other party or delivered to such other party, addressed to any of the parties
hereto at the address as set forth on page one hereof or at such other address
as may given by any of them to the others in writing from time to time and such
notices, requests, demands or other communications shall be deemed to have
been received when delivered or, it mailed, forty-eight (48) hours after 12:01 a.m.
on the day following the day of the mailing thereof provided that if any such
notice, request, demand or other communication shall have been mailed and if
regular mail service shall be interrupted by strikes or other irregularities, such
notices, requests, demands or other communications shall be deemed to have
been received forty-eight (48) hours after 12:01 a.m. on the day following the
resumption of normal mail service.
9.03 Arbitration
Any dispute or difference between the parties hereto concerning questions
of fact, procedures, practices or standards relevant to this Agreement which
cannot be resolved or settled by the parties shall be settled and determined by
arbitration. The provisions of this Section shall be deemed to constitute a
'submission" within the meaning of the Arbitration Act of Ontario (referred to in
this Section 16.03 as the "Act") and the provisions of the Act, except to the extent
that a contrary intention is expressed herein, shall apply to any arbitration
hereunder. Any Shareholder may at any time give written notice to the other of
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his/her desire to submit such dispute to arbitration stating with reasonable
particularity the subject matter of such dispute. Within five (5) Business Days
after receipt of such notice, the parties shall appoint a single arbitrator with
appropriate experience to determine such dispute. If the parties fail to appoint an
arbitrator any Shareholder may apply to a Judge of the Ontario Court (General
Division) to appoint an arbitrator to determine such dispute. The arbitrator so
appointed shall forthwith proceed to arbitrate the dispute. The costs of the
arbitration shall be paid as determined by the arbitrator. Notwithstanding
anything to the contrary contained in the Act, the award of the arbitrator shall be
final and binding upon the parties and all parties and all persons claiming through
or under them but may be subject to review or appeal in any Court of law or
equity. An award of the arbitrator is a condition precedent of the right of any
party or any person claiming through or under a party to bring any suit, action or
other proceeding in any Court of law or equity against either party or any person
claiming through or under a party or against the arbitrator in respect of any
matter for which arbitration is herein provided. Judgment upon the award
rendered by the arbitrator may be entered in any Court having jurisdiction and
thereupon execution or other legal process may issue thereon. The parties
hereto and all persons claiming through or under them hereby attorn to the
jurisdiction of the arbitrator and the jurisdiction of any Court in which the
judgment may be entered. Arbitration may not be waived except upon delivery
by the parties of a written notice to that effect.
9.04 Undertaking to Perform
The parties shall sign such further and other documents, cause such
meetings to be held, resolutions passed and by-laws enacted, exercise their vote
and influence, do and perform and cause to be done and performed such further
and other acts and things as may be necessary or desirable in order to give full
effect to this Agreement and every part hereof.
9.05 Counterpart
This Agreement may be executed in several counterparts, each of which so
executed shall be deemed to be an original and such counterparts together shall
be but one and the same instrument.
9.06 Time of Essence
Time shall be of the essence of this Agreement and of every part hereof
and no extension or variation of this Agreement shall operate as a waiver of this
provision.
9o07 Entire Agreement
This Agreement constitutes the
hereto with respect to all of the matte
rc
entire agreement between the parties
herein and its execution has not been
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induced by, nor do any of the parties hereto rely upon or regard as material, any
representations or writings whatsoever not incorporated herein and made a part
hereof.
9.08 Heirs, Etc.
This Agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective successors and assigns.
ARTICLE 10.00
EXECUTION BY THE CORPORATION
10,01 The Corporation joins herein for the purpose of acknowledging,
consenting to and concurring in the provisions of this Agreement and hereby
agrees that it will, through its Board of Directors, do all things and perform all acts
as may be requisite in the premises, and each of the parties hereto agrees that
he will do all things and perform all acts as may be requisite in the promises
including his attendance at all shareholders' and directors' meetings and, in
addition, he will cause his personal consent to be given or resolutions to be
passed on behalf of the Corporation as may be requisite or necessary to carry
out the provisions of this Agreement.
ARTICLE 11
ESCROW AGREEMENT
Deposits
11.01 The Shareholders agree that all issued common and outstanding common
shares of the Corporation (the Deposited Shares) shall be delivered to the
Escrow Agent concurrently with the execution by the Shareholders of this
Agreement and the Shareholders hereby undertake and agree forthwith to deliver
those shares (including any replacement securities or certificates if and when
such are issued or allotted) to the Escrow Agent for deposit in escrow.
11-02 The Shareholders hereby agree that the Deposited Shares and the
beneficial ownership of, or any interest in them and the certificate representing
them (including any replacement securities or certificates) shall not be sold,
assigned, hypothecated, alienated, released from escrow, transferred within
escrow or otherwise In any manner dealt with, without the written consent of the
Board of Directors being first obtained.
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11.03.1 The Shareholders hereby appoint and direct the Escrow Agent to
retain their Deposited shares and the certificates (including any replacement
securities or certificates) representing the same and not to do or cause anything
to be done to release the same from escrow. The Escrow Agent hereby accepts
the responsibilities placed on it hereby and agrees to perform the same in
accordance with the terms hereof and the written consent of the Board of
Directors.
11.03.2 The Escrow Agent shall transfer or sell the deposited shares of any
Shareholder only upon the written direction of the Board of Directors without the
requirement of the written authority of the shareholder who shall be the beneficial
owner of such deposited shares where the Board of Directors certify by such
Direction that the aforesaid Shareholder shall be in default of this Agreement.
11.04 RIGHTS DURING ESCROW
So long as any of the Deposited shares remain on deposit with the Escrow
Agent pursuant to this Agreement:
(a) the Shareholders shall have the right to exercise all voting rights attached
to the Deposited Shares deposited by the Shareholders hereunder
(b) the Shareholders shall have the right to receive all amounts paid or
distributed in cash or in specie by way of dividend or redemption, or other
distribution on or in respect of the Deposited Shares by the Shareholders
11.05 INDEMNITY
In addition to and without limiting any other protection of the Escrow Agent
hereunder or otherwise by law, the Shareholders and Corporation shall, jointly
and severally, indemnify and hold the Escrow Agent harmless from and against
any and all liabilities, losses, claims, damages, penalties, actions, suits,
demands, levies, costs, expenses and disbursements including any and all
reasonable legal and adviser fees and disbursements of whatever kind or nature
which may at any time by suffered by, imposed on, incurred by or asserted
against the Escrow Agent howsoever arising from or out of any act, omission or
error of the Escrow Agent in connection with its acting as Escrow Agent
hereunder unless arising from the negligence or willful misconduct or bad faith on
the part of the Escrow Agent. Notwithstanding any other provision hereof, this
indemnity shall survive the removal or resignation of the Escrow Agent and
termination of this Agreement,
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11.06 ENTIRE AGREEMENT
This Article sets forth exclusively the duties of the Escrow Agent with respect to
any and all matters pertinent hereto and no implied duties or obligations shall be
read into the Agreement against the Escrow Agent.
11.0? DUTIES OF THE ESCROW AGENT
The Escrow Agent shall have no duties except those which are expressly set
forth herein, and it shall not be bound by any notice of a claim or demand with
respect thereto, or any waiver, modffication, amendment, termination or
rescission of this Agreement, unless received by it in writing in accordance with
this Agreement and, If its duties herein are affected, unless it shall have given its
prior written consent thereto. The Escrow Agent may appoint such agents and
employ or retain such counsel, accountants or other experts or advisers as it may
reasonably require for the purpose of discharging its duties hereunder. The
Escrow Agent may pay reasonable renumeration for all services performed for it
in discharge of its duties hereunder and be reimbursed for the same.
11.0$ VALIDITY OF CERTIFICATES, ETC.
If at any time In the performance of its duties under this Agreement, it shall be
necessary for the Escrow Agent to receive, accept, act or rely upon any
certificate, notice, request, waiver, consent, receipt, direction, affidavit or other
paper, writing or document furnished to it and purporting to have been executed
or issued by the Corporation or the Shareholders or their authorized officers or
attorneys, the Escrow Agent shall be entitled to rely and act upon the
genuineness and authenticity of any such writing submitted to it. It shall not be
necessary for the Escrow Agent to ascertain whether or not the persons who
have executed, signed or otherwise issued, authenticated or receipted Such
papers, writings or documents'have authority so to do or that they are the same
persons named therein or otherwise to pass upon any requirement of such
papers, writing or documents that may be essential for their validity or
effectiveness or upon the truth and acceptability of any information contained
therein which the Escrow Agent in good faith believes to be genuine. In addition,
the Escrow Agent shall not be subject to, nor be under any obligation to ascertain
or construe the terms and conditions of any instrument, whether or not now or
hereafter deposited with or delivered to the Escrow Agent or referred to in this
Agreement.
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11,09 REPLACEMENT OF ESCROW AGENT
The Escrow Agent for the time being may resign and be discharged from all
further duties and obligations hereunder by giving to the Corporation sixty (60)
days notice in writing or such other notice period as may be agreed between the
Corporation and the Escrow Agent. In the event of the Escrow Agent resigning,
the Corporation shall forthwith appoint a new Escrow Agent, with the written
consent of the Board of Directors, and such appointment shall be binding on the
Shareholders. On any new appointment, the new Escrow Agent shall be vested
with the same powers, rights, duties and obligations as if It had been originally
named herein as Escrow Agent, without any further assurance, conveyance, act
or deed. The predecessor Escrow Agent shall transfer, deliver and pay over to
such successor Escrow Agent, who shall be entitled to receive, all securities,
records or other property on deposit with such predecessor hereunder.
AND WITNESS WHEREOF, the Corporation acknowledges receipt of a copy of
this Agreement and agrees to be bound by each and every portion thereof.
IN WITNESS WHEREOF the parties have duly executed this Agreement as
of January 10, 2001
THE CORPORATION OF THE CITY OF WOODSTOCK
Per:
John Geoghegan, Mayor
Per,
Louise Gartshore, Clerk
We have the authority to bind the Corporation
THE CORPORATION OF THE CITY OF STRATFORD
Per:
Karen Haslam, Mayor
Per:
Joan Thomson, Clerk
We have the authority to bind the Corporation
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ST. THOMAS ECONOMIC DEVELOPMENT
CORPORATION
Per:
A[ Riddell, President
I have the authority to bind the Corporation
THE CORPORATION OF THE MUNICIPALITY
OF NORTH MIDDLESEX
Per
Charles Hall, Mayor
Per:
Shirley L. Scott, ClerktAdministrator
We have the authority to bind the Corporation
THE CORPORATION OF THE TOWN OF INGERSOLL
Per
Michael Hennessy, Mayor
Per:
Edward A. Hunt, Clerk/Administrator
We have the authority to bind the Corporation
THE CORPORATION OF THE TOWN OF AYLMER
Per:
Robert HabkirK Mayor
Per:
Phyllis Ketchabaw, Clerk
We have the authority to bind the Corporation
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Paso 18 of 19
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SOUTHWESTERN ONTARIO MARKETING ALLIANCE
Per:
Paul D. Plant, President
Per:
Edward A. Hunt, Secretary
We have the authority to bind the Corporation
Document Prepared By.,
THOMAS W, PATIENCE
Barrlsfer find Solidtor
Abacus House, Suite 2
514 Princess $&vat
Woodstock, Ontario
N4S 4G9
519-421-1110 51"21-7110 (facsimile)
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page 19 of 19
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THIS AMENDMENT OF SHAREHOLDERS AGREEMENT made the
day of , 200____,.
BETWEEN:
THE CORPORATION OF THE CITY OF WOODSTOCK
P.O. Box 40
Woodstock, Ontario
NaS 7W5
THE CORPORATION OF THE TOWN OF INGERSOLL
130 Axford Street, 2nd Floor
Ingersoll, Ontario
N5C 2V5
THE CORPORATION OF THE CITY OF STRATFORD
47 Downie Street
Stratford, Ontario
MSA
ST. THOMAS ECONOMIC DEVELOPMENT
CORPORATION
P.O. Box 520
St. Thomas, Ontario
NSP 3V7
THE CORPORATION OF THE TOWN OF AYLMER
45 Talbot Street West
Aylmer, ON
N5H 1J7
THE CORPORATION OF THE MUNICIPALITY OF
NORTH MIDDLESEX
229 Main Street
Parkhill,ON
NOM 2K0
(hereinafter collectively referred to as the "the
Shareholders")
OF THE FIRST PART
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07-02-2003 10:44AM FROM -CITY OF WOODSTOCK
519-539-3275 T-139 P.022/026 F-476
THE CORPORATION OF THE TOWN OF
TILLSONBURG
Broadway Street, 2nd Floor
Tillsonburg, ON
N4G 5A7
(hereinafter referred to as "Tillsonburg")
OF THE SECOND PART
SOUTHWESTERN ONTARIO MARKETING
ALLIANCE INC.
500 Dundas Street
Woodstock, ON
N4S 1 C4
(hereinafter referred to as "the Corporation")
OF THE THIRD PART
WHEREAS the Shareholders of the First Part have executed a Shareholders
Agreement regarding the affairs of the Corporation as of January 10, 2001.
AND WHEREAS the Shareholders are desirous that Tillsonburg shall become a
shareholder of the Corporation.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of
the mutual covenants herein contained, THE PARTIES COVENANT AND
AGREE AS FOLLOWS:
1. The Shareholders agree that Tillsonburg shall become a shareholder of
the Corporation and a party to the aforesaid Shareholders Agreement
subject to all of the terms therein.
2. Tillsonburg agrees to become a shareholder of the Corporation and
agrees to be bound by the terms of the aforesaid Shareholders
Agreement.
3. This Agreement shall be effective as of the day of
200 .
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07-02-2003 10:44AM FROM -CITY OF WOODSTOCK 519-539-3275 T-139 P-023/026 F-476
IN WITNESS WHEREOF the parties have duly executed this Agreement as of
January 10, 2001
THE CORPORATION OF THE CITY OF WOODSTOCK
Per:
John Geoghegan, Mayor
Per:
Louise Gartshore, Clerk
We have the authority to bind the Corporation
THE CORPORATION OF THE CITY OF STRATFORD
Per:
Karen Haslam, Mayor
Per:
Joan Thomson, Clerk
We have the authority to bind the Corporation
ST. THOMAS ECONOMIC DEVELOPMENT
CORPORATION
Per:
A[ Riddell, President
I have the authority to bind the Corporation
THE CORPORA11ON OF THE MUNICIPALITY
OF NORTH MIDDLESEX
Per;
Charles Hall, Mayor
Per.
Shirley L. Scott, Clerk/Adminstrator
We have the authority to bind the Corporation
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THE CORPORATION OF THE TOWN OF INGERSOLL
Per;
Michael Hennessy, Mayor
Per:
Edward A. }hunt, ClerklAdminstrator
We have the authority to bind the Corporation
THE CORPORATION OF THE TOWN OFAYLMER
Per:
Robert Habkirk, Mayor
Per:
Phyllis Ketchabaw, Cleric
We have the authority to bind the Corporation
THE CORRORATJbN OF THE TOWN OF TILLSONBURG
e r:
Pe
We have t ut ority to bind the Corporation
SOUTHWESTERN ONTARIO MARKETING ALLIANCE
Per:
Paul D. Plant, President
Per.
Edward A. Hunt, Secretary
We have the authority to bind the Corporation
Document Prepared By.
THOUAS W. PAT ENCE
earrlster and Solicitor
Abacus House, Sul to 2
514 Prtnao8s Street
Woodaioclq On tBrlO
N4S 4G9
5196-421-1110 519-421-7110 (facsimile)
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07 -OZ -2003 10:44AM FROM -CITY OF WOODSTOCK 519-539-3275 T-139 P.025/026 F -M
PROXY
T0.9
4 Southwestern Ontario Marketing Alliance Inc.
The undersigned, The Corporation of the Town of Tilisonburg hereby
appoints as proxy to attend and vote for the undersigned at all
meetings of shareholders of Southwestern Ontario Marketing Alliance Inc.
until revoked by notice in writing from the undersigned or until terminated by the
provisions of the Business Corporations Act, 1990, whichever first occurs.
DATED as of the 22nd day of January, 2003,
The Corporation of the
Town of Tillsonbura
•
07-02-2003 10:44AM FROM -CITY OF WOODSTOCK 519-539-32T5 T-139 P-026/026 F-476
SUBSCRIPTION
To: Southwestern Ontario Marketing Alliance Inc.
The undersigned, The Corporation of the Town of Tillsonburg hereby
subscribes for 1 �h Common shares in the capital stock of Southwestern
Ontario Marketing Alliance Inc. for the sum of $1.00 per share for a total of
$1.50 and agrees to pay for such shares forthwith upon allotment,
Dated as of the 22 day of January, 2003.
The Corporation of the
Town of Ti sorb rg
Per:
Frr:
ayor
Dd M-o7Pis, Clerk
FAECONDEViFELT0AWPDEV\SOMA\TiIlsonbure Subscription.doc