exv4w1



 





Exhibit 4.1



SCHEDULE C


 

1 — Name of amalgamated corporation




         CANADIAN
PACIFIC RAILWAY LIMITED / CHEMIN DE FER CANADIEN PACIFIQUE LIMITÉE



 

2 — The place in Canada where the registered office is to be situated




         City of Calgary in the
Province of Alberta



 

3 — The classes and any maximum number of shares that the corporation is authorised to issue




         The annexed Schedule 1 is incorporated in this form.




      

4 — Restrictions, if any, on share transfers



         None.



 

5 — Number (or minimum and maximum number) of directors



         A minimum of 5 and a maximum of 20.



 

6 — Restrictions, if any, on business the corporation may carry on




         There are no restrictions.



 

7 — Other provisions, if any





The actual number of directors within the minimum and maximum number set out in paragraph
5 may be determined from time to time by resolution of the directors. Any vacancy among the
directors resulting from an increase in the number of directors as so determined may be filled
by resolution of the directors.



 

8 — The amalgamation has been approved as if pursuant to subsection 184(1) of the Act



 

9 — Name of the amalgamating corporations




        Canadian
Pacific Railway Limited / Chemin de Fer Canadien Pacifique Limitée



        
3921760 Canada Inc.



 









 








SCHEDULE 1 TO SCHEDULE C




     The Corporation is authorized to issue an unlimited number of Common Shares, an
unlimited number of First Preferred Shares and an unlimited number of Second Preferred Shares.




	(1)	 	The rights, privileges, restrictions and conditions attaching to the Common Shares are as
follows:






	 	(a)	 	Payment of Dividends: The holders of the Common Shares will be entitled to receive
dividends if, as and when declared by the board of directors of the Corporation (the
“board”) out of the assets of the Corporation properly applicable to the payment of
dividends in such amounts and payable in such manner as the board may from time to time
determine. Subject to the rights of the holders of any other class of shares of the
Corporation entitled to receive dividends in priority to or rateably with the holders of
the Common Shares, the board may in its sole discretion declare dividends on the Common
Shares to the exclusion of any other class of shares of the Corporation.
	 
	 	(b)	 	Participation upon Liquidation, Dissolution or Winding Up: In the event of the
liquidation, dissolution or winding up of the Corporation or other distribution of assets
of the Corporation among its shareholders for the purpose of winding up its affairs, the
holders of the Common Shares will, subject to the rights of the holders of any other class
of shares of the Corporation entitled to receive the assets of the Corporation upon such a
distribution in priority to or rateably with the holders of the Common Shares, be entitled
to participate rateably in any distribution of the assets of the Corporation.
	 
	 	(c)	 	Voting Rights: The holders of the Common Shares will be entitled to receive notice
of and to attend all annual and special meetings of the shareholders of the Corporation
and to 1 vote in respect of each Common Share held at all such meetings, except at
separate meetings of or on separate votes by the holders of another class or series of
shares of the Corporation.






	(2)	 	The rights, privileges, restrictions and conditions attaching to the First Preferred Shares are
as follows:






	 	(a)	 	Authority to Issue in One or More Series: The First Preferred Shares may at any
time or from time to time be issued in 1 or more series. Subject to the following
provisions, the board may by resolution fix from time to time before the issue thereof the
number of shares in, and determine the designation, rights, privileges, restrictions and
conditions attaching to the shares of, each series of First Preferred Shares.
	 
	 	(b)	 	Voting Rights: The holders of the First Preferred Shares will not be entitled to
receive notice of or to attend any meeting of the shareholders of the Corporation and will
not be entitled to vote at any such meeting, except as may be required by law.
	 
	 	(c)	 	Limitation on Issue: The board may not issue any First Preferred Shares if by so
doing the aggregate amount payable to holders of First Preferred Shares as a return of
capital in the event of the liquidation, dissolution or winding up of the Corporation or
any other distribution of the assets of the Corporation among its shareholders for the
purpose of winding up its affairs would exceed $500,000,000.
	 
	 	(d)	 	Ranking of First Preferred Shares: The First Preferred Shares will be entitled to
priority over the Second Preferred Shares and the Common Shares of the Corporation and over any other
shares ranking junior to the First Preferred Shares with respect to the payment of
dividends and the distribution of assets of the Corporation in the event of any
liquidation, dissolution or winding up of the Corporation or other distribution of the
assets of the Corporation among its shareholders for the purpose of winding up its
affairs.
	 
	 	(e)	 	Dividends Preferential: Except with the consent in writing of the holders of all
the First Preferred Shares outstanding, no dividend can be declared and paid on or set
apart for payment on the Second Preferred Shares or the Common Shares or on any other
shares ranking junior to the




 









 






	 	 	 	First Preferred Shares unless and until all dividends (if any) up to and including any
dividend payable for the last completed period for which such dividend is payable on each
series of First Preferred Shares outstanding has been declared and paid or set apart for
payment.






	(3)	 	The rights, privileges, restrictions and conditions attaching to the Second Preferred Shares
are as follows:






	 	(a)	 	Authority to Issue in One or More Series: The Second Preferred Shares may at any
time or from time to time be issued in 1 or more series. Subject to the following
provisions, the board may by resolution fix from time to time before the issue thereof the
number of shares in, and determine the designation, rights, privileges, restrictions and
conditions attaching to the shares of, each series of Second Preferred Shares.
	 
	 	(b)	 	Voting Rights: The holders of the Second Preferred Shares will not be entitled to
receive notice of or to attend any meetings of the shareholders of the Corporation and
will not be entitled to vote at any such meeting, except as may be required by law.
	 
	 	(c)	 	Limitation on Issue: The board may not issue any
Second Preferred Shares if by so doing the aggregate amount payable to holders of Second Preferred Shares as a return of
capital in the event of the liquidation, dissolution or winding up of the Corporation or
any other distribution of the assets of the Corporation among its shareholders for the
purpose of winding up its affairs would exceed $500,000,000.
	 
	 	(d)	 	Ranking of Second Preferred Shares: The Second Preferred Shares will be entitled to
priority over the Common Shares of the Corporation and over any other shares ranking
junior to the Second Preferred Shares with respect to the payment of dividends and the
distribution of assets of the Corporation in the event of the liquidation, dissolution or
winding up of the Corporation or any other distribution of the assets of the Corporation
among its shareholders for the purpose of winding up of its affairs.
	 
	 	(e)	 	Dividends Preferential: Except with the consent in writing of the holders of all
the Second Preferred Shares outstanding, no dividend can be declared and paid on or set
apart for payment on the Common Shares or on any other shares ranking junior to the Second
Preferred Shares unless and until all dividends (if any) up to and including any dividend
payable for the last completed period for which such dividend is payable on each series of
Second Preferred Shares outstanding has been declared and paid or set apart for payment.