Cooperative Energy Act — C-41.5 15
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 referred to in its articles and on the condition that the constrained shares are not disposed of in accordance with the notice, sell, as if it were the owner thereof, any of such constrained shares that are owned, or that the directors determine in such manner as may be prescribed pursuant to the Canada Business Corporations Act may be owned, contrary to the constraints. Obligations of directors in sale (6) Where shares are to be sold by the Development Corporation pursuant to subsection (5), the directors of the Development Corporation shall select the shares for sale in good faith and, where applicable, in a manner that is not unfairly prejudicial to, and does not unfairly disregard the interests of, the holders of the shares in the constrained class or series taken as a whole. Effect of sale (7) Where shares are sold by the Development Corporation under subsection (5), the owner of the shares immediately prior to the sale shall by that sale be divested of any interest in the shares, and the person who, but for the sale, would be the registered owner of the shares or a person who satisfies the Development Corporation that, but for the sale, that person could properly be treated as the registered owner or registered holder of the shares under section 47 of the Canada Business Corporations Act shall, from the time of the sale, be entitled to receive only the net proceeds of the sale, together with any income earned thereon from the beginning of the month next following the date of the receipt by the Development Corporation of the proceeds of the sale, less any taxes thereon and any costs of administration of a trust fund constituted under subsection (9) in relation thereto. Subsections 47(4) to (6) of the Canada Business Corporations Act apply (8) Subsections 47(4) to (6) of the Canada Business Corporations Act apply in respect of the person who is entitled under subsection (7) to receive the proceeds of a sale of shares under subsection (5) as if the proceeds were a security and the person were a registered holder or owner of the security. Proceeds of sale to be trust fund (9) The proceeds of a sale by the Development Corporation under subsection (5) constitute a trust fund in the hands of the Development Corporation for the benefit of the person entitled under subsection (7) to receive the proceeds of the sale, and any such trust fund may be commingled by the Development Corporation with other such trust funds and shall be invested in such manner as may be prescribed by the regulations. Costs of administration (10) Reasonable costs of administration of a trust fund referred to in subsection (9) may be deducted from the trust fund and any income earned thereon. Appointment of trust company (11) Subject to this section, the Development Corporation may transfer any trust fund referred to in subsection (9), and the administration thereof, to a trust company in Canada registered as such under the laws of Canada or a province, and the Development Corporation is thereupon discharged of all further liability in respect of the trust fund. Discharge of corporation and trust company (12) A receipt signed by a person entitled under subsection (7) to receive the proceeds of a sale that constitute a trust fund under subsection (9) shall be a complete discharge of the Development Corporation and of any trust company to which a trust fund is transferred under subsection (11), in respect of the trust fund and income earned thereon paid to such person. Vesting in Crown (13) A trust fund described in subsection (9), together with any income earned thereon, less any taxes thereon and costs of administration, that has not been claimed by a person entitled under subsection (7) to receive the proceeds of a sale that constitute the trust fund for a period of