Transfer of Shares
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20. (1) |
Subject to subsections (3) to (5), no
transfer of common shares of the company that were issued to Her Majesty in
right of Canada or to an approved telecommunications common carrier is, until
entry thereof has been duly made in the register of transfers or in a branch
register of transfers of the company, valid for any purpose whatever, except as
exhibiting the rights of the parties to the transfer toward each other, and if
absolute, of rendering any transferee jointly and severally liable with the
transferor to the company and to its creditors.
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(2) |
Subject to
subsections (3) to (5), no transfer of common shares of the company that were
issued to Her Majesty in right of Canada or to an approved telecommunications
common carrier shall be entered in the register of transfers or in a branch
register of transfers of the company unless,
(a)
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in the case
of any such shares held by Her Majesty in right of Canada, the transfer is to
a corporation declared by statute to be an agent of Her Majesty in right of
Canada; and
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(b)
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in the case
of any such shares held by an approved telecommunications common carrier, the
transfer is to another approved telecommunications common carrier and has
been approved by order of the Governor in Council.
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(3) |
The Board
of Directors may, by by-law made with the approval of the Governor in Council,
authorize any approved telecommunications common carrier named in the by-law to
transfer common shares of the company held by it, up to a number of such shares
specified in the by-law, to persons who fulfil the statutory conditions.
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(4) |
Where the
Board of Directors makes a by-law pursuant to subsection (3), the Board shall
thereby provide that the approved telecommunications common carrier named in
the by-law shall, prior to transferring any such shares to persons who fulfil
the statutory conditions offer a number of common shares of the company equal
to the number of those shares specified in the by-law pro rata, or on any other
basis agreed on by the approved telecommunications common carriers at a price
that is not greater than what the fair market value of those shares would be if
they were shares of the company issued to persons who fulfilled the statutory
conditions.
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(5) |
Any sale
of shares that results from an offer under subsection (4) shall be deemed to
have been approved by the Governor in Council under paragraph (2)(b).
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(6) |
If, when a
reasonable time specified in a by-law referred to in subsection (3) has elapsed
after the making of an offer under subsection (4), all or any of the common
shares of the company offered to approved telecommunications common carriers
pursuant to that subsection have not been purchased by them,
(a)
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the offer in
respect of the shares that have not been purchased shall be deemed to be
withdrawn; and
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(b)
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a number of
common shares of the company issued to the approved telecommunications common
carrier named in the by-law, equal to the number of such shares that were so
offered and not purchased, shall be deemed for the purposes of this section
and sections 18 and 19 to be common shares of the company that were issued to
persons who fulfilled the statutory conditions. R.S., c. T-4, s. 20.
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