Cooperative Energy Act — C-41.5 28
Definition of insolvency 28 (1) In this section and section 29 of this schedule, insolvency means, in relation to the Corporation, that (a) the liabilities of the Corporation exceed the realizable value of its assets; or (b) the Corporation is unable to pay its debts as they become due. Special provisions on dissolution (2) Subject to subsection (4), if the commencement of a liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, or if the insolvency or bankruptcy of the Corporation occurs at any time prior to the expiration of three years from the first issuance by the Corporation of any of its shares, any distribution of capital to holders of Class A Shares or Class B Shares of the Corporation shall be effected as follows: (a) first, fifty per cent of the aggregate amount subscribed, except premiums, by holders of Class A Shares or their predecessors in title in respect of their Class A Shares, for shares of all classes and Equity Debentures of the Corporation shall be returned to holders of Class A Shares from the capital of the Corporation as and when the capital is paid in and available for distribution and regardless of the class of shares or Equity Debentures in respect of which, or by whom, it has been paid, (i) prorated among such holders on the basis of the percentage of Class A Shares held by each such holder, and (ii) in amounts not exceeding a maximum returned amount of fifty per cent of the aggregate amount so subscribed by such holders, but no such holder shall receive an amount in excess of the aggregate amount it has paid in respect of its subscriptions for shares of all classes and Equity Debentures of the Corporation; (b) secondly, after the payment in full of fifty per cent of the aggregate amount subscribed by holders of Class A Shares is made in accordance with paragraph (a), thirty-five per cent of the aggregate amount subscribed by holders of Class B Shares for shares of all classes and Equity Debentures of the Corporation shall be returned to the holders of Class B Shares from the capital of the Corporation as and when the capital is paid in and available for distribution and regardless of the class of shares or Equity Debentures in respect of which, or by whom, it has been paid, in amounts not exceeding a maximum returned amount of thirty-five per cent of the aggregate amount so subscribed by such holders; (c) thirdly, after the payment in full of thirty-five per cent of the aggregate amount subscribed by holders of Class B Shares is made in accordance with paragraph (b), any balance then or from time to time subsequently available for distribution to shareholders shall be distributed in the following manner: (i) on a share for share basis, in respect of Class A Shares and Class B Shares, as if such classes were the same in all respects, with distributions being made concurrently on Class A Shares and Class B Shares as payments are made in respect of Class A Shares, until such time as all of the holders of Class A Shares have received the aggregate amount subscribed by them or their predecessors in title for shares of all classes and Equity Debentures of the Corporation, except premiums, (ii) subsequently, to Her Majesty in right of Canada as represented by the Minister, until such time as the aggregate amount subscribed by Her Majesty in right of Canada for shares of all classes and Equity Debentures of the Corporation has been received, and (iii) finally, on a share for share basis, in respect of Class A Shares and Class B Shares of the Corporation as if such classes were the same in all respects. Idem (3) Subject to subsection (4), if any of the circumstances described in subsection (2) occurs on or after the expiration of three years from the first issuance by the Corporation of any of its shares, the Class A Shares and Class B Shares of the Corporation shall, as to their respective entitlement to return of capital, be treated as if such classes were the same i