•  (1) The carrier holding corporation may sell, repurchase or redeem holdco excess voting shares in accordance with section 23 or 24 whether or not the carrier holding corporation possesses the certificate representing the holdco excess voting shares at the time of the sale, repurchase or redemption.

  • (2) Where the carrier holding corporation sells holdco excess voting shares in accordance with section 23, without possessing the certificate representing the excess voting shares, the carrier holding corporation shall issue to the purchaser of the holdco excess voting shares or its nominee a new certificate representing the holdco excess voting shares sold.

  • (3) Where the carrier holding corporation sells, repurchases or redeems holdco excess voting shares, in accordance with section 23 or 24 without possessing the certificate representing the holdco excess voting shares and, after the sale, repurchase or redemption, a person establishes that the person is a bona fide purchaser of the holdco excess voting shares that were sold, repurchased or redeemed,

    • (a) the holdco excess voting shares purchased by the bona fide purchaser are deemed to be, effective on the date of the purchase, validly issued and outstanding voting shares to which voting rights that have been suspended have been restored; and

    • (b) notwithstanding subsection 26(6), the carrier holding corporation is entitled to receive the funds deposited pursuant to subsection 26(1) and, in the case of a sale in accordance with subsection (1), shall add the amount of the deposit to the capital account for the class of voting shares issued.

  •  (1) Where there is a sale, repurchase or redemption of holdco excess voting shares in accordance with section 23 or 24, the carrier holding corporation shall, not later than 10 days after the sale, repurchase or redemption, deposit an amount equal to the amount of the net proceeds of the sale or the repurchase or redemption proceeds in a special account in any bank or trust company in Canada selected by the carrier holding corporation.

  • (2) Not later than 30 days after a deposit is made pursuant to subsection (1), the carrier holding corporation shall send a notice to the registered holder of the holdco excess voting shares sold, repurchased or redeemed, and the notice shall state

    • (a) that a specified number of voting shares has been sold, repurchased or redeemed;

    • (b) the amount of the net proceeds of the sale or the repurchase or redemption proceeds;

    • (c) the name and address of the bank or trust company at which the carrier holding corporation has made the deposit of the net proceeds of the sale, or the repurchase or redemption proceeds;

    • (d) that the registered owner may obtain the net proceeds of the sale or the repurchase or redemption proceeds, less the costs of administering the special account, on presentation and surrender of the certificate representing the excess voting shares to the bank or trust company referred to in paragraph (c); and

    • (e) all other relevant particulars of the sale, repurchase or redemption.

  • (3) The amount of the deposit referred to in subsection (1), less the costs of administration of the special account, shall be paid to the registered holder of the holdco excess voting shares sold, repurchased or redeemed on presentation and surrender by the registered holder of the certificate representing the excess voting shares to the bank or trust company.

  • (4) Any interest earned on any amount deposited in accordance with subsection (1) shall accrue to the benefit of the carrier holding corporation.

  • (5) Where the amount of the deposit referred to in subsection (1) is not claimed by the registered holder of the holdco excess voting shares that were sold, repurchased or redeemed or by the carrier holding corporation within six years after the sale, repurchase or redemption, the deposit shall escheat to Her Majesty in right of Canada and the rights of a bona fide purchaser under section 25 shall be extinguished by such escheat.

  • (6) After a deposit is made pursuant to subsection (1), the registered holder shall not be entitled to any of the remaining rights of a registered holder in respect of the holdco excess voting shares sold, repurchased or redeemed, other than the right to receive the funds so deposited in accordance with subsection (3).

  • (7) Where only a part of the voting shares represented by a certificate is sold, repurchased or redeemed in accordance with section 23 or 24, the carrier holding corporation shall

    • (a) on presentation and surrender of the certificate and at the expense of the registered holder, issue a new certificate representing the balance of the voting shares not sold, repurchased or redeemed; and

    • (b) amend the security register to indicate

      • (i) the name of the new registered holder of the voting shares that have been sold, repurchased or redeemed, and the number of the voting shares that are now registered in that name, and

      • (ii) the remaining number of the voting shares that are registered in the name of the registered holder of the holdco excess voting shares that were sold, repurchased or redeemed.

Liability

  •  (1) The carrier holding corporation, and any of its directors, officers, employees and agents may rely on its security register or any other of their books or records, or the books or records of its transfer agent or registrar, referred to in these Regulations, their knowledge, information of which they are in receipt that relates to its status as a qualified corporation or, where the carrier holding corporation is an acquiring corporation, that relates to the criterion set out in subparagraph 17(4)(e)(ii) and any statements made in any affidavit, declaration or evidence filed under these Regulations, and the carrier holding corporation and its directors, officers, employees or agents are not liable in an action for anything done or omitted by them in good faith as a result of any conclusions made by them on the basis of any such register, records, books, knowledge, information or statements, when determining, for the purposes of these Regulations,

    • (a) whether any voting shares are beneficially owned, or controlled, in such a way as to prevent the carrier holding corporation from being a qualified corporation, or where the carrier holding corporation is an acquiring corporation, from satisfying the criterion set out in subparagraph 17(4)(e)(ii);

    • (b) and for the purposes of subsection 16(2) of the Act, the percentage of the voting shares in the carrier that were beneficially owned, and controlled, by Canadians as at July 22, 1987, where the carrier holding corporation is an acquiring corporation;

    • (c) whether any voting shares are holdco excess voting shares; or

    • (d) any other circumstances relevant to the exercise of the powers of the carrier holding corporation and its directors, officers, employees or agents under these Regulations.

  • (2) A corporation, trust, mutual insurance company, partnership, pension fund society, depository or intermediary and any of its directors, officers, employees, trustees or agents, as the case may be, may rely on a security register or any other of their other books or records referred to in these Regulations, or the books or records of its transfer agent or registrar, their knowledge, information of which they are in receipt that relates to their status as Canadians and any statements made in any affidavit, declaration or evidence submitted under these Regulations, and the corporation, trust, mutual insurance company, partnership, depository or intermediary and its directors, officers, employees, trustees or agents, as the case may be, are not liable in an action for anything done or omitted by them in good faith as a result of any conclusions made by them on the basis of any such register, records, books, knowledge, information or statements, when determining, for the purposes of these Regulations,

    • (a) whether any voting shares are beneficially owned, or controlled, in such a way as to prevent

      • (i) the corporation from being a qualified corporation or an acquiring corporation from satisfying the criterion set out in subparagraph 17(4)(e)(ii),

      • (ii) the trust from being a qualified trust,

      • (iii) the mutual insurance company from being a qualified mutual insurance company,

      • (iv) the partnership from being a qualified partnership, or

      • (v) the pension fund society from being a qualified pension society; or

    • (b) any other circumstances relevant to the exercise of the powers of the duties of the corporation, trust, mutual insurance company, partnership, pension fund society, depository or intermediary and its directors, officers, employees, trustees or agents under these Regulations.

 
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