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Sphere 3D Corp – ‘40FR12G’ on 6/26/14 – ‘EX-99.26’

On:  Thursday, 6/26/14, at 8:35pm ET   ·   As of:  6/27/14   ·   Accession #:  1062993-14-3925   ·   File #:  0-55232

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 6/27/14  Sphere 3D Corp                    40FR12G               86:8.3M                                   Newsfile Corp/FA

Registration of Securities of a Canadian Issuer — SEA’34 §12(g)   —   Form 40-F
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 40FR12G     Registration of Securities of a Canadian Issuer --  HTML     79K 
                          SEA'34 §12(g)                                          
 2: EX-99.1     Miscellaneous Exhibit -- exhibit99-1                HTML    408K 
11: EX-99.10    Miscellaneous Exhibit -- exhibit99-10               HTML     25K 
12: EX-99.11    Miscellaneous Exhibit -- exhibit99-11               HTML     25K 
13: EX-99.12    Miscellaneous Exhibit -- exhibit99-12               HTML     25K 
14: EX-99.13    Miscellaneous Exhibit -- exhibit99-13               HTML     22K 
15: EX-99.14    Miscellaneous Exhibit -- exhibit99-14               HTML    204K 
16: EX-99.15    Miscellaneous Exhibit -- exhibit99-15               HTML     77K 
17: EX-99.16    Miscellaneous Exhibit -- exhibit99-16               HTML     26K 
18: EX-99.17    Miscellaneous Exhibit -- exhibit99-17               HTML     26K 
19: EX-99.18    Miscellaneous Exhibit -- exhibit99-18               HTML     29K 
20: EX-99.19    Miscellaneous Exhibit -- exhibit99-19               HTML     24K 
 3: EX-99.2     Miscellaneous Exhibit -- exhibit99-2                HTML    174K 
21: EX-99.20    Miscellaneous Exhibit -- exhibit99-20               HTML     24K 
22: EX-99.21    Miscellaneous Exhibit -- exhibit99-21               HTML     84K 
23: EX-99.22    Miscellaneous Exhibit -- exhibit99-22               HTML     29K 
24: EX-99.23    Miscellaneous Exhibit -- exhibit99-23               HTML     50K 
25: EX-99.24    Miscellaneous Exhibit -- exhibit99-24               HTML    229K 
26: EX-99.25    Miscellaneous Exhibit -- exhibit99-25               HTML     95K 
27: EX-99.26    Miscellaneous Exhibit -- exhibit99-26               HTML     27K 
28: EX-99.27    Miscellaneous Exhibit -- exhibit99-27               HTML    322K 
29: EX-99.28    Miscellaneous Exhibit -- exhibit99-28               HTML     19K 
30: EX-99.29    Miscellaneous Exhibit -- exhibit99-29               HTML     23K 
 4: EX-99.3     Miscellaneous Exhibit -- exhibit99-3                HTML    341K 
31: EX-99.30    Miscellaneous Exhibit -- exhibit99-30               HTML     26K 
32: EX-99.31    Miscellaneous Exhibit -- exhibit99-31               HTML     23K 
33: EX-99.32    Miscellaneous Exhibit -- exhibit99-32               HTML     22K 
34: EX-99.33    Miscellaneous Exhibit -- exhibit99-33               HTML     25K 
35: EX-99.34    Miscellaneous Exhibit -- exhibit99-34               HTML     25K 
36: EX-99.35    Miscellaneous Exhibit -- exhibit99-35               HTML     23K 
37: EX-99.36    Miscellaneous Exhibit -- exhibit99-36               HTML     39K 
38: EX-99.37    Miscellaneous Exhibit -- exhibit99-37               HTML     34K 
39: EX-99.38    Miscellaneous Exhibit -- exhibit99-38               HTML     25K 
40: EX-99.39    Miscellaneous Exhibit -- exhibit99-39               HTML    308K 
 5: EX-99.4     Miscellaneous Exhibit -- exhibit99-4                HTML    136K 
41: EX-99.40    Miscellaneous Exhibit -- exhibit99-40               HTML    208K 
42: EX-99.41    Miscellaneous Exhibit -- exhibit99-41               HTML    123K 
43: EX-99.42    Miscellaneous Exhibit -- exhibit99-42               HTML    137K 
44: EX-99.43    Miscellaneous Exhibit -- exhibit99-43               HTML    125K 
45: EX-99.44    Miscellaneous Exhibit -- exhibit99-44               HTML    292K 
46: EX-99.45    Miscellaneous Exhibit -- exhibit99-45               HTML     95K 
47: EX-99.46    Miscellaneous Exhibit -- exhibit99-46               HTML     22K 
48: EX-99.47    Miscellaneous Exhibit -- exhibit99-47               HTML     30K 
49: EX-99.48    Miscellaneous Exhibit -- exhibit99-48               HTML     24K 
50: EX-99.49    Miscellaneous Exhibit -- exhibit99-49               HTML     24K 
 6: EX-99.5     Miscellaneous Exhibit -- exhibit99-5                HTML    212K 
51: EX-99.50    Miscellaneous Exhibit -- exhibit99-50               HTML     41K 
52: EX-99.51    Miscellaneous Exhibit -- exhibit99-51               HTML     26K 
53: EX-99.52    Miscellaneous Exhibit -- exhibit99-52               HTML     23K 
54: EX-99.53    Miscellaneous Exhibit -- exhibit99-53               HTML     23K 
55: EX-99.54    Miscellaneous Exhibit -- exhibit99-54               HTML     30K 
56: EX-99.55    Miscellaneous Exhibit -- exhibit99-55               HTML     24K 
57: EX-99.56    Miscellaneous Exhibit -- exhibit99-56               HTML     26K 
58: EX-99.57    Miscellaneous Exhibit -- exhibit99-57               HTML     27K 
59: EX-99.58    Miscellaneous Exhibit -- exhibit99-58               HTML     43K 
60: EX-99.59    Miscellaneous Exhibit -- exhibit99-59               HTML    287K 
 7: EX-99.6     Miscellaneous Exhibit -- exhibit99-6                HTML     53K 
61: EX-99.60    Miscellaneous Exhibit -- exhibit99-60               HTML    182K 
62: EX-99.61    Miscellaneous Exhibit -- exhibit99-61               HTML     24K 
63: EX-99.62    Miscellaneous Exhibit -- exhibit99-62               HTML     30K 
64: EX-99.63    Miscellaneous Exhibit -- exhibit99-63               HTML     35K 
65: EX-99.64    Miscellaneous Exhibit -- exhibit99-64               HTML     26K 
66: EX-99.65    Miscellaneous Exhibit -- exhibit99-65               HTML     26K 
67: EX-99.66    Miscellaneous Exhibit -- exhibit99-66               HTML    272K 
68: EX-99.67    Miscellaneous Exhibit -- exhibit99-67               HTML     19K 
69: EX-99.68    Miscellaneous Exhibit -- exhibit99-68               HTML     26K 
70: EX-99.69    Miscellaneous Exhibit -- exhibit99-69               HTML     40K 
 8: EX-99.7     Miscellaneous Exhibit -- exhibit99-7                HTML     27K 
71: EX-99.70    Miscellaneous Exhibit -- exhibit99-70               HTML     45K 
72: EX-99.71    Miscellaneous Exhibit -- exhibit99-71               HTML    469K 
73: EX-99.72    Miscellaneous Exhibit -- exhibit99-72               HTML    319K 
74: EX-99.73    Miscellaneous Exhibit -- exhibit99-73               HTML     57K 
75: EX-99.74    Miscellaneous Exhibit -- exhibit99-74               HTML     24K 
76: EX-99.75    Miscellaneous Exhibit -- exhibit99-75               HTML     27K 
77: EX-99.76    Miscellaneous Exhibit -- exhibit99-76               HTML     22K 
78: EX-99.77    Miscellaneous Exhibit -- exhibit99-77               HTML    170K 
79: EX-99.78    Miscellaneous Exhibit -- exhibit99-78               HTML    134K 
80: EX-99.79    Miscellaneous Exhibit -- exhibit99-79               HTML    343K 
 9: EX-99.8     Miscellaneous Exhibit -- exhibit99-8                HTML     26K 
81: EX-99.80    Miscellaneous Exhibit -- exhibit99-80               HTML    243K 
82: EX-99.81    Miscellaneous Exhibit -- exhibit99-81               HTML    346K 
83: EX-99.82    Miscellaneous Exhibit -- exhibit99-82               HTML    337K 
84: EX-99.83    Miscellaneous Exhibit -- exhibit99-83               HTML     26K 
85: EX-99.84    Miscellaneous Exhibit -- exhibit99-84               HTML     21K 
86: EX-99.85    Miscellaneous Exhibit -- exhibit99-85               HTML     25K 
10: EX-99.9     Miscellaneous Exhibit -- exhibit99-9                HTML     22K 


EX-99.26   —   Miscellaneous Exhibit — exhibit99-26


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



  Sphere 3D Corporation: Exhibit 99.26 - Filed by newsfilecorp.com  

SPHERE 3D CORPORATION

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON MONDAY, SEPTEMBER 16, 2013

NOTICE IS HEREBY GIVEN that the Annual and Special Meeting of Shareholders of Sphere 3D Corporation (the “Corporation”) will be held at the XChange Conference Centre, 121 King Street West, Suite 1760, Toronto, Ontario on Monday, September 16, 2013 at 10:00 a.m. (Toronto time) (the “Meeting”) for the following purposes:

  1.

to receive the audited financial statements of the Corporation for the fiscal year ended December 31, 2012, together with the auditor’s report thereon;

     
  2.

to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution to fix the number of directors at six and to elect six directors for the ensuing year;

     
  3.

to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution appointing Collins Barrow Toronto LLP as the Corporation’s auditor for the ensuing year;

     
  4.

to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution to amend the Corporation’s stock option plan (the “Stock Option Plan Resolution”): (i) from a “rolling 10%” stock option plan to a fixed stock option plan authorizing the issuance of up to 3,375,000 common shares, being approximately 20% of the current issued and outstanding shares; (ii) to extend the period of time that an optionee may exercise a previously granted option in the event of termination without cause, resignation or retirement; and (iii) to provide that certain unvested options shall automatically vest in the event of a change of control or sale of all or substantially all of the assets of the Corporation, as more particularly described in the accompanying Information Circular dated August 9, 2013 (the “Circular”);

     
  5.

assuming the Stock Option Plan Resolution is approved, to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution to ratify, confirm and approve the grant of options to a director and officer of the Corporation, as more particularly described in the Circular;

     
  6.

assuming the Stock Option Plan Resolution is approved, to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution to further amend the stock option plan to permit (i) that number of common shares reserved for issuance pursuant to stock options granted to insiders to exceed 10% of the outstanding issue, (ii) the issuance of stock options to insiders in excess of 10% of the outstanding issue within a one-year period, or (iii) the issuance of stock options to any one insider or such insider's associates in excess of 5% within a one-year period, as more particularly described in the Circular; and




  7.

to transact such other business as may properly come before the Meeting or any adjournment thereof.

An “Ordinary Resolution” is a resolution which must be approved by at least 50% plus one vote of all votes cast by the shareholders of the Corporation present at the Meeting in person or by proxy in order to become effective. For resolutions 5 and 6 above, only votes cast by disinterested shareholders, as more particularly described in the Circular, will be included in the vote tabulation.

The nature of the business to be transacted at the Meeting is described in further detail in the Circular. A Proxy Form and Return Card also accompany this Notice of Meeting and the Circular. Only shareholders of record at the close of business on August 7, 2013 will be entitled to receive notice of, and to vote at, the Meeting or any adjournment thereof.

A Shareholder may attend the Meeting in person or may be represented by proxy. Shareholders who are unable to or who do not wish to attend the Meeting in person are requested to date and sign the enclosed Proxy form promptly and return it to Equity Financial Trust Company by one of the following methods:

INTERNET Go to www.voteproxyonline.com and enter the 12 digit control
number included on the Proxy or voting instruction form
FACSIMILE (416) 595-9593
MAIL or HAND DELIVERY      EQUITY FINANCIAL TRUST COMPANY
Attention: Proxy Department
200 University Avenue, Suite 300,
Toronto, Ontario, M5H 4H1

To be used at the Meeting, proxies must be received by Equity Financial Trust Company by no later than 1:00 p.m. (Toronto time) on September 12, 2013 or, if the Meeting is adjourned, by no later than 10:00 a.m. (Toronto time) on the second last business day prior to the date on which the Meeting is reconvened, or may be deposited with the Chairman of the Meeting prior to the commencement of the Meeting. If a registered shareholder receives more than one Proxy form because such shareholder owns shares registered in different names or addresses, each Proxy form should be completed and returned.

DATED as of the 9th day of August, 2013.

BY ORDER OF THE BOARD

Eric L. Kelly

Eric L. Kelly
Chairman of the Board



Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘40FR12G’ Filing    Date    Other Filings
Filed as of:6/27/14F-X
Filed on:6/26/14
9/16/13
9/12/13
8/9/13
8/7/13
12/31/12
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Filing Submission 0001062993-14-003925   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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