Eldorado Nuclear Limited Reorganization and Divestiture Act — E-1.7 5
Mandatory provisions in articles 5 (1) The articles of the new corporation shall contain (a) provisions prohibiting the creation of restricted shares of the new corporation; (b) provisions imposing constraints on the issue, transfer and ownership, including joint ownership, of voting securities of the new corporation (i) to prevent any one resident, together with the associates thereof, from holding, beneficially owning or controlling, directly or indirectly, otherwise than by way of security only, voting securities to which are attached more than twenty-five per cent of the votes that may ordinarily be cast to elect directors of the new corporation, and (ii) to prevent any one non-resident, together with the associates thereof, from holding, beneficially owning or controlling, directly or indirectly, otherwise than by way of security only, voting securities to which are attached more than fifteen per cent of the votes that may ordinarily be cast to elect directors of the new corporation; (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; (d) provisions requiring the registered office and the head office operations of the new corporation to be located in Saskatchewan; and (e) provisions respecting the enforcement of the constraints and requirements imposed pursuant to this section. Enforcement provisions (2) Without limiting the generality of paragraph (1)(e), 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 the issue or registration of voting securities. Transactions in limited number of shares (3) Where it appears to the new corporation that a subscriber for or a transferee of voting securities of the new corporation would, on acquiring the securities, hold, beneficially own or control securities to which are attached not more than the lesser of four one hundredths of one per cent of the votes that may ordinarily be cast to elect directors of the new corporation and ten thousand such votes, the directors are entitled to assume (a) that the subscriber or transferee is not and will not be an associate of anyone else; and (b) unless the address to be recorded in the register for the subscriber or transferee is a place outside Canada, that the securities will not be held, beneficially owned or controlled in contravention of the articles of the new corporation. Application of constraint provisions (4) No provision imposing constraints that is included in the articles of the new corporation in compliance with paragraph (1)(b) shall be applied to or in respect of any securities of the new corporation issued as part of the consideration for (a) any transaction authorized by subsection 4(1) or (2), or (b) any other transaction entered into in conjunction with any transaction authorized by subsection 4(1) or (2) involving the sale, assignment or transfer of assets, works or undertakings of a person other than Eldorado or a subsidiary of Eldorado to the new corporation, unless the securities cease to be held by or for the benefit of the original holder thereof or any affiliate of the original holder. Idem (5) No provision imposing constraints that is included in the articles of the new corporation in compliance with paragraph (1)(b) or (c) shall be applied to or in respect of any voting securities of the new corporation that are held (a) by one or more underwriters solely for the purpose of distributing the voting securities to the public; or (b) by any person who provides centralized facilities for the clearing of trades in securities and is acting in relation to trades