27.1 (1) A labour sponsored investment fund corporation that has issued Class A shares shall notify the Minister in writing if it proposes to, (a) amalgamate with another corporation; (b) enter into an arrangement for the purchase of substantially all of the assets of another labour sponsored investment fund corporation; or (c) enter into an arrangement for the sale to another labour sponsored investment fund corporation of substantially all of its assets.  2004, c. 31, Sched. 7, s. 17 (1). Same (2) The notice must be given at least 30 days before the proposed amalgamation, purchase or sale and must be accompanied by such information and documents as the Minister may request.  2004, c. 31, Sched. 7, s. 17 (1). Effect of amalgamation (3) The following rules apply for the purposes of this Act on an amalgamation of a labour sponsored investment fund corporation with another corporation: 1. The new corporation shall be deemed to be the same corporation as, and a continuation of, each predecessor corporation. 2. The new corporation shall be deemed to have been registered under Part III on the earliest date on which any of the predecessor corporations was registered under Part III. 3. The new corporation shall be deemed to have issued all Class A shares issued by a predecessor corporation for the amount of equity capital received by the predecessor corporation on the issue of those shares. 4. If a predecessor corporation was authorized to issue a class of shares to which subclause 14 (1) (c) (iii) applies, the new corporation shall be deemed to have received the Minister’s approval to issue substantially similar shares at the time of the amalgamation. 5. Each of the new shares issued by the new corporation on the amalgamation in replacement of shares that were issued by a predecessor corporation shall be deemed to have been issued at the time that the predecessor corporation issued the replaced shares. 6. The new corporation shall be deemed to have made all the investments made by the predecessor corporations, i. on the same date as the predecessor corporations made the investments, and ii. at the same historic cost used by the predecessor corporations. 7. An eligible investment of a predecessor corporation that is in a research business under subsection 16.1 (2) or in a listed company or small business as defined in subsection 18.1 (1) shall be deemed to be an eligible investment of the new corporation of the same type.  2004, c. 31, Sched. 7, s. 17 (1). Effect of purchase and sale (4) The following rules apply for the purposes of this Act on the purchase of all or substantially all of the assets of a labour sponsored investment fund corporation by another labour sponsored investment fund corporation: 1. The vendor shall not issue any Class A shares after the purchase. 2. The vendor shall surrender its registration within a reasonable amount of time after the purchase. 3. Each new share issued by the purchaser and received by a shareholder of the vendor in replacement of a share that was issued by the vendor shall be deemed to have been issued at the time that the vendor issued the replaced share. 4. If the vendor was authorized to issue a class of shares other than Class A shares and if the rights, privileges, restrictions and conditions attached to those shares were approved by the board of directors of the vendor and by the Ministry, the purchaser shall be deemed to have received the Ministry’s approval to issue substantially similar shares as replacement shares. 5. The equity capital received by the purchaser on the issue of a Class A share in exchange for assets of the vendor shall be deemed to be the price of the assets at the time of the purchase, as negotiated between the purchaser and vendor, divided by the number of Class A shares issued in respect of the purchase. 6. The equity capital paid by the shareholder on the issue of a Class A share of the purchaser in exchange for a Class A share issued by the vendor shall be deemed to be the price of the Class A share of the purchaser at the time of the purchase. 7. Each investment of the vendor purchased by the purchaser that is an eligible investment at the time of the purchase shall be deemed to be an eligible investment of the purchaser. 8. An eligible investment of the vendor that is in a research business under subsection 16.1 (2) or in a listed company or small business as defined in subsection 18.1 (1) shall be deemed to be an eligible investment of the purchaser of the same type. 9. An investment by the vendor in an investment corporation registered under Part III.1 that is purchased by the purchaser shall be treated as if it had originally been made by the purchaser. 10. The cost of an eligible investment purchased by the purchaser shall be deemed to be the price of the eligible investment at the time of purchase, as negotiated between the purchaser and vendor. 11. The purchaser and vendor are jointly and severally liable to the Minister, i. for any amount payable but not paid under this Act by the vendor before the purchase of the assets by the purchaser, and ii. for any amount that becomes payable under this Act by the vendor after the purchase of the assets by the purchaser, if the amount becomes payable as a result of any act or omission of the vendor occurring before the purchase of the assets by the purchaser.  2004, c. 31, Sched. 7, s. 17 (1); 2009, c. 34, Sched. D, s. 6. Effect of certain types of non-compliance (5) The rules set out in subsection (6) apply, (a) if, immediately after the amalgamation, the articles of the new corporation do not meet the requirements of clause 14 (1) (c), (d) or (f); (b) if the new corporation does not comply with subsection 13 (1); (c) if, immediately before the amalgamation, the registration of a predecessor corporation under this Act was revoked; or (d) if the new corporation distributed any property other than its Class A shares to shareholders in exchange for Class A shares of a predecessor corporation.  2004, c. 31, Sched. 7, s. 17 (1). Same (6) Subject to subsection (7), the following rules apply in any of the circumstances described in subsection (5): 1. The new corporation shall be deemed to have surrendered its registration under this Act immediately after the amalgamation. 2. The new corporation shall promptly pay to the Minister the amount of money that each predecessor corporation would have been required to pay under subsection 27 (2.1) if it had surrendered its registration under this Act immediately before the amalgamation.  2004, c. 31, Sched. 7, s. 17 (1). Exception (7) The Minister may exempt a new corporation or a labour sponsored investment fund corporation from any rule in this section upon such conditions as he or she considers appropriate.  2004, c. 31, Sched. 7, s. 17 (1). Definitions (8) In this section, “new corporation” means the corporation that results from the amalgamation of a predecessor corporation and one or more other corporations; (“nouvelle société”) “predecessor corporation” means a corporation that is amalgamated and that is or was a labour sponsored investment fund corporation. (“société remplacée”)  2004, c. 31, Sched. 7, s. 17 (1). Regulations (9) The Minister may make regulations prescribing rules that apply, (a) if an Ontario commercialization investment fund winds up or is involved in a corporate reorganization; (b) if two or more Ontario commercialization investment funds are involved in a business combination; (c) if the assets of an Ontario commercialization investment fund are purchased by another person; (d) if two or more labour sponsored investment fund corporations are involved in a business combination.  2004, c. 31, Sched. 7, s. 17 (2); 2005, c. 28, Sched. C, s. 5. (10) Repealed:  2006, c. 9, Sched. C, s. 13. Section Amendments with date in force (d/m/y) 1999, c. 9, s. 67 - 14/12/1999 2002, c. 22, s. 28
- 5/12/2001 2004, c. 16, s. 1 (2) - 1/01/2004; 2004, c. 31, Sched. 7, s. 17 (1) - 18/05/2004; 2004, c. 31, Sched. 7, s. 17 (2) - 16/12/2004 2005, c. 28, Sched. C, s. 5 - 12/12/2005; 2005, c. 31, Sched. 3, s. 5 - 15/12/2005 2006, c. 9, Sched. C, s. 13 - 18/05/2006 2009, c. 34, Sched. D, s. 6 - 15/12/2009