Canada Development Corporation Reorganization Act — C-3.4 5
Mandatory provisions in articles of continuance 5 (1) Notwithstanding the Canada Business Corporations Act , the articles of continuance of the Corporation shall contain (a) provisions imposing constraints on the issue, transfer and ownership of securities of the Corporation to prevent any one resident, together with the associates of that resident, if any, from holding or beneficially owning, otherwise than by way of security only, securities to which are attached more than twenty-five per cent of the votes that may ordinarily be cast to elect directors of the Corporation; (b) provisions imposing constraints on the issue, transfer and ownership of securities of the Corporation to prevent any one non-resident, together with the associates of that non-resident, if any, from holding or beneficially owning, otherwise than by way of security only, securities to which are attached more than ten per cent of the votes that may ordinarily be cast to elect directors of the Corporation; (c) provisions imposing constraints on the issue, transfer and ownership of securities of the Corporation to prevent non-residents from holding or beneficially owning, otherwise than by way of security only, in the aggregate securities to which are attached more than twenty-five per cent of the votes that may ordinarily be cast to elect directors of the Corporation; (d) provisions respecting the enforcement of the constraints imposed pursuant to paragraphs (a) to (c); and (e) provisions establishing the classes and number of shares that the Corporation is authorized to issue as (i) twenty million senior preferred shares, without nominal or par value, issuable in one or more series and in respect of which the stated capital at any time shall not exceed two hundred million dollars, (ii) one hundred and thirty million public preferred shares, without nominal or par value, issuable in one or more series and in respect of which the stated capital at any time shall not exceed six hundred and fifty million dollars, (iii) thirty million preferred shares, without nominal or par value, issuable in one or more series and in respect of which the stated capital at any time shall not exceed one hundred and fifty million dollars, and (iv) two hundred million common shares without nominal or par value. Enforcement provisions (2) Without limiting the generality of paragraph (1)(d), the provisions referred to therein may provide for the filing of declarations, the suspension of voting rights, the forfeiture of dividends or the refusal of registration of securities. Idem (3) The provisions referred to in paragraph (1)(d) may exempt from the operation of the constraints any subscription for or transfer of securities of the Corporation to which are attached not more than two thousand votes that may ordinarily be cast to elect directors of the Corporation. Application of constraint provisions (4) No provision imposing constraints that is included in the articles of continuance of the Corporation in compliance with subsection (1) shall be applied so as to affect the ownership by Her Majesty in right of Canada of securities of the Corporation that were held by Her Majesty immediately prior to the day on which a certificate of continuance of the Corporation is issued. Securities held or beneficially owned jointly (5) For the purposes of this section, where a security of the Corporation is held or beneficially owned jointly and one or more of the joint holders or beneficial owners is a non-resident, the security is deemed to be held or beneficially owned by a non-resident. Associates (6) For the purposes of this section, a person is an associate of a resident or non-resident if (a) one is a corporation of which the other is an officer or director; (b) one is a corporation that is controlled directly or indirectly by the other; (c) one is a partnership of which the other is a partner; (d) both are corporations and one is directly or indirectly controlled by the same government in