16 (1) This section applies if the interest of an execution debtor in a security is seized by a sheriff and the jurisdiction that governs the validity of the security under section 44 of the Securities Transfer Act, 2006 is Ontario.  2006, c. 8, s. 143 (1). Sheriff bound by restriction (2) Subject to subsection (4), if the transfer of the seized security is restricted by the terms of the security, a restriction imposed by the issuer or a unanimous shareholder agreement governed by the law of Ontario, the sheriff is bound by the restriction.  2006, c. 8, s. 143 (1). Person entitled to acquire or redeem seized security (3) Subject to subsection (4), if a person would otherwise be entitled to acquire or redeem the seized security for a predetermined price or at a price fixed by reference to a predetermined formula, that person is entitled to acquire or redeem the security.  2006, c. 8, s. 143 (1). If restriction or entitlement is intended to defraud creditors or others (4) On application by the execution creditor or any interested person, if the Superior Court of Justice considers that a restriction on the transfer of the seized security or a person’s entitlement to acquire or redeem the seized security was made with intent to defeat, hinder, delay or defraud creditors or others, the court may make any order that the court considers appropriate regarding the seized security, including an order doing one or more of the following: 1. Directing the method or terms of sale of the seized security, or the method of realizing the value of the seized security other than through sale. 2. Directing the issuer to pay dividends, distributions or interest to the sheriff even though the sheriff is not the registered owner of the security. 3. Directing the issuer to register the transfer of the seized security to a person despite a restriction on the transfer of the security described in subsection (2) or the entitlement of another person to acquire or redeem the security described in subsection (3). 4. Directing that all or part of a unanimous shareholder agreement does not apply to a person who acquires or takes a seized security from the sheriff. 5. Directing that the issuer be dissolved and its proceeds disposed of according to law.  2006, c. 8, s. 143 (1); 2010, c. 16, Sched. 2, s. 3 (22). Execution creditor may bring application for oppression remedy (5) The execution creditor may bring an application under section 248 of the Business Corporations Act as if he or she were a complainant under that section, whether or not an application is brought under subsection (4) of this section.  2006, c. 8, s. 143 (1); 2010, c. 16, Sched. 2, s. 3 (23). Joined with application for oppression remedy (6) An application under subsection (4) may be joined with an application for an oppression remedy under section 248 of the Business Corporations Act.  2006, c. 8, s. 143 (1). Transferee deemed party to shareholder agreement (7) Unless otherwise ordered by the court pursuant to subsection (4), a person who acquires or takes a seized security from the sheriff shall be deemed to be a party to any unanimous shareholder agreement regarding the management of the business and affairs of the issuer or the exercise of voting rights attached to the seized security to which the execution debtor was a party at the time of the seizure, if the unanimous shareholder agreement contains provisions intended to preclude the execution debtor from transferring the security except to a person who agrees to be a party to that unanimous shareholder agreement.  2006, c. 8, s. 143 (1). Limitation (8) Despite subsection (7) and any provision in a unanimous shareholder agreement to the contrary, a person who acquires or takes a seized security from the sheriff is not liable to make any financial contribution to the corporation or provide any guarantee or indemnity of the corporation’s debts or obligations.  2006, c. 8, s. 143 (1). Definition (9) In this section, “seized security” means the interest of an execution debtor in a security that is seized.  2006, c. 8, s. 143 (1). Section Amendments with date in force (d/m/y) 2006, c. 8, s. 143 (1)
- 1/01/2007 2010, c. 16, Sched. 2, s. 3 (22, 23) - 25/10/2010