5 (1) The articles of the new corporation shall contain
[...]
(c) provisions respecting the counting or prorating of votes cast at any meeting of shareholders of the new corporation and attached to voting securities of the new corporation that are held, beneficially owned or controlled, directly or indirectly, by non-residents so as to limit the counting of those votes to not more than twenty-five per cent of the total number of votes cast by shareholders at that meeting;
(6) Where the articles of the new corporation provide for a class of shares, the primary purpose of which is to permit the holder of the shares to vote separately as a class in respect of any proposal to transfer the location of the registered office or the head office operations of the new corporation to a different jurisdiction, the holder of the shares shall, except as provided in subsection (7), have no right to vote separately as a class in respect of any other matter in respect of which shareholder approval may be sought.
(7) The holder of the shares of a class referred to in subsection (6) shall have the right to vote separately as a class in respect of
(a) a proposal for amalgamation where the amalgamation agreement contains a provision whereby the registered office or the head office operations of the amalgamated corporation would be located in a different jurisdiction or a provision that would, if contained in a proposal to amend the articles of the new corporation, entitle the holder of the shares to vote separately as a class pursuant to paragraph (b);
(c) any other proposal in respect of which shareholder approval is sought where the proposal affects the location of the registered office or head office operations of the new corporation or affects the right of the holder of the class of shares to vote separately as a class in respect of the transfer of the location of the registered office or the head office operations of the new corporation to a different jurisdiction.
(10) In this section,
control means control in any manner that results in control in fact, whether directly through the ownership of securities or indirectly through a trust, an agreement, the ownership of any body corporate or otherwise; (contrôle)
