Cott Beverages Inc, et al. – ‘S-4’ on 3/8/02 – EX-3.7

As of:  Friday, 3/8/02   ·   Accession #:  893220-2-238   ·   File #s:  333-84080, -01, -02, -03, -04, -05

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Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4         Cott Beverages Inc.                                  119    491K 
 9: EX-3.10     Certificate of Incorporation of Cott Vending Inc.      2     11K 
10: EX-3.11     Bylaws of Cott Vending Inc.                           10     43K 
11: EX-3.12     Certificate of Formation of Interim Bcb, LLC           3     12K 
12: EX-3.13     Amended & Restated Operating Agreement;Interim Bcb    11     39K 
 2: EX-3.3      Articles of Incorporation Cott Beverages Inc.          6     19K 
 3: EX-3.4      Bylaws of Cott Beverages Inc...                        9     38K 
 4: EX-3.5      Amended & Restated Certificate of Incorporation...     6     16K 
 5: EX-3.6      Memo of Assoc & Amended & Restated Cert. of Inc.       2     11K 
 6: EX-3.7      Articles of Assoc & Bylaws of Cott Holdings Inc.       1      9K 
 7: EX-3.8      Articles of Incorporation of Cott Usa Corp.            4     16K 
 8: EX-3.9      Bylaws of Cott Usa Corp.                               9     38K 
13: EX-5.1      Opinion of Drinker Biddle & Reath LLP.                 3     15K 
14: EX-12.1     Computation of Ratios of Earnings to Fixed Charges     1     10K 
15: EX-21.1     List of Subsidiaries of Cott Corporation...            2±    10K 
16: EX-23.1     Consent of Independent Accountants                     1      9K 
17: EX-25.1     Form T-1, Statement of Eligibility...                  8     33K 
18: EX-99.1     Form of Letter of Transmittal                         16     69K 

EX-3.7   —   Articles of Assoc & Bylaws of Cott Holdings Inc.

EX-3.7
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                                                                     Exhibit 3.7

ARTICLES OF ASSOCIATION AND BYLAWS
OF
COTT HOLDINGS INC.

INTERPRETATION

1.    In these Articles, unless there be something in the subject or context    
inconsistent therewith:                                             

      (1)   "ACTS" means the Companies Act (Nova Scotia) (the "NOVA SCOTIA ACT")
          and the General Corporation Law of Delaware (the "GCL"), in either
            case as amended from time to time, and "ACT" means either of them as
context requires;                                       

   (2)   "ARTICLES" means these Articles of Association and Bylaws and all
          amendments hereto which may be properly enacted in accordance with
       the requirements of the GCL for the enactment of bylaws and the
            requirements of the Nova Scotia Act for the enactment of articles of
association;                                            

   (3)   "BOARD OF DIRECTORS" means the board of directors of the Company;

(4)   "COMPANY" means the company named above;                      

(5)   "DIRECTOR" means a director of the Company;                   

     (6)   "MEMORANDUM" means the Memorandum of Association and Certificate of
Incorporation of the Company and all amendments thereto;

(7)   "MONTH" means calendar month;                                 

    (8)   "NOVA SCOTIA OFFICE" means the registered office of the Company in
the Province of Nova Scotia;                            

(9)   "PERSON" includes a body corporate;                           

(10)  "PROXYHOLDER" includes an alternate proxyholder;              

     (11)  "REGISTER" means the register of members or stock holders and where
  the context permits includes a branch register of members;

    (12)  "NOVA SCOTIA REGISTRAR" means the Registrar as defined in the Nova
Scotia Act;                                             

    (13)  "SECRETARY" includes any person appointed to perform the duties of
the Secretary temporarily;                              

      (14)  "SHAREHOLDER" means a member as that term is used in the Nova Scotia
      Act in connection with a company limited by shares and means a
stockholder as that term is used in the GCL;