Sale, Repurchase or Redemption of Shares

  •  (1) For the purposes of ensuring that a carrier holding corporation continues to be a qualified corporation, or, where the carrier holding corporation is an acquiring corporation, that the percentage of its voting shares that are beneficially owned, and controlled, by Canadians is within five per cent of the percentage of the voting shares in the carrier that were beneficially owned, and controlled, by Canadians as at July 22, 1987, the carrier holding corporation may sell, as if it were the owner thereof, any voting shares in the carrier holding corporation that the board of the carrier holding corporation determines to be holdco excess voting shares in accordance with these Regulations, if the registered holder has been requested to sell the shares and has not done so and the sale is conducted in accordance with these Regulations.

  • (2) The carrier holding corporation may sell any holdco excess voting shares

    • (a) on the holdco principal stock exchange;

    • (b) where there is no holdco principal stock exchange, on such other stock exchange or organized market on which the voting shares are listed or traded as the board of the carrier holding corporation shall determine; or

    • (c) where the voting shares of the carrier holding corporation are not listed or traded on any stock exchange or organized market, in such other manner that is intended to obtain fair market value for the shares as the board of the carrier holding corporation shall determine.

  • (3) The net proceeds of sale of holdco excess voting shares sold in accordance with this section shall be the proceeds after the deduction of any commission, tax or other cost of sale.

  • (4) For all purposes of a sale of holdco excess voting shares, the carrier holding corporation is the agent and lawful attorney of the registered holder and of the beneficial owner of the holdco excess voting shares.

  • (5) On completion of the sale of the holdco excess voting shares, the voting rights of those shares that have been suspended shall automatically be restored.

  •  (1) Where the board of the carrier holding corporation determines that it is likely that a sale of holdco excess voting shares would have a material adverse effect on the market value of the shares of the carrier holding corporation, the carrier holding corporation may elect, by resolution of its board, to repurchase or redeem the holdco excess voting shares, without further notice to the registered owner, in accordance with this section and sections 25 and 26.

  • (2) The price paid by the carrier holding corporation to repurchase or redeem any holdco excess voting shares shall be

    • (a) the average of the closing price per share of the voting shares for the last 10 trading days during which at least one board lot of voting shares has traded in the period ending on the trading day immediately preceding the date of the redemption or repurchase, on

      • (i) the holdco principal stock exchange, or

      • (ii) where there is no holdco principal stock exchange, such other stock exchange or organized market as the board of the carrier holding corporation shall determine on which the required trading has occurred; or

    • (b) calculated on the basis of their fair market value as of the date of the redemption or repurchase, as determined by the board of the carrier holding corporation, where the required trading of voting shares referred to in paragraph (a) has not occurred on the holdco principal stock exchange or any other stock exchange or organized market.