Cooperative Energy Act — C-41.5 15
Constraints on shares 15 (1) Whether or not any of the issued shares of the Development Corporation are or were part of a distribution to the public and remain outstanding and are held by more than one person, the Development Corporation may have a restriction on the issue, transfer or ownership of its shares of any class or series by way of a constraint permitted under section 168 of the Canada Business Corporations Act or by way of a constraint on the issue, transfer or ownership of shares of any class or series in order to (a) limit the maximum aggregate number of shares of any class or series of voting shares of the Development Corporation that may be beneficially owned or controlled, directly or indirectly, by any person and by any person who is an affiliate or associate of that person to such percentage, not lower than three per cent, as is specified in its articles, of the aggregate number of issued and outstanding voting shares of that class or series; or (b) assist the Development Corporation or any of its affiliates or associates to qualify under (i) any law of Canada or a province prescribed by the regulations for the purposes of this paragraph, or (ii) a law of Canada respecting petroleum incentives prescribed by the regulations for the purposes of this paragraph or, where no such law is so prescribed, a document entitled “Proposed Outline For Regulations Respecting The Petroleum Incentives Program”, published under the authority of the Minister in April, 1982, to receive licences, permits, grants, payments or other benefits by reason of attaining or maintaining a specified level of Canadian ownership or control. Exception in respect of paragraph (1)(a) or (b) (2) Paragraph (1)(a) or (b) does not permit a constraint on the issue, transfer or ownership of shares of any class or series of which any shares are outstanding unless (a) in the case of a constraint in respect of a class, the shares of the class, or (b) in the case of a constraint in respect of a series, the shares of the series are already subject to a constraint permitted under that paragraph. Limitation on ownership of shares (3) The Development Corporation may, pursuant to paragraph (1)(b), limit the number of shares of the Development Corporation that may be owned, or prohibit the ownership of shares, by any person whose ownership would adversely affect the ability of the Development Corporation or any of its affiliates or associates to attain or maintain a level of Canadian ownership or control specified in its articles that equals or exceeds a specified level referred to in paragraph (1)(b). Application of subsections (2) and (3), paragraph (1)(b) and section 16 (4) Paragraph (1)(b), subsections (2) and (3) and section 16 apply to the Development Corporation, subject to any provisions of the Canada Business Corporations Act , in respect of constraints on the issue, transfer or ownership of shares of any class or series, for the purpose of assisting a corporation or any of its affiliates or associates to qualify under any law of Canada or a province prescribed pursuant to the Canada Business Corporations Act to receive licences, permits, grants, payments or other benefits by reason of attaining or maintaining a specified level of Canadian ownership or control. Sale of constrained shares (5) Where the Development Corporation has constraints on the issue, transfer or ownership of its shares of any class or series for a purpose referred to in paragraph (1)(a) or (b), the Development Corporation may, (a) for that purpose, or, in the case of a constraint permitted under paragraph (1)(b), for the purpose of attaining or maintaining a level of Canadian ownership or control specified in its articles, and (b) under such conditions and after giving such notice, in respect of the sale of constrained shares, as may be prescribed pursuant to the Canada Business Corporations Act or, where no such condition or notice is so prescribed, after giving the notice referre