Schedule II (Sections 2): Condition Affecting the Acquisition
and Holding of Common Shares by Persons Other Than Her Majesty in Right
of Canada, Corporations Declared by Statute to Be Agents of Her Majesty
in Right of Canada and Approved Telecommunications Common Carriers
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1. (1) |
Not more than twenty per cent of the outstanding common shares of
the company held by persons other than Her Majesty in right of Canada,
corporations declared by statute to be agents of Her Majesty in right of Canada
and approved telecommunications common carriers may be held by non-residents.
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(2) |
A resident
shall not hold common shares of the company in the right of, or for the use or
benefit of, a non-resident.
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2. |
No common shares of the company shall be subscribed for, purchased or
held in the name or right of, or for the use or benefit of,
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(a)
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a director
or officer of an approved telecommunications common carrier;
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(b)
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a
corporation that is deemed for the purposes of the statutory conditions to be
associated with an approved telecommunications common carrier; or
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(c)
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the
government of a foreign state or any political subdivision thereof or an
agent of the government of a foreign state or any political subdivision
thereof.
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3.
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The number of common shares of the company held
in the name or right of, or for the use or benefit of, a person or Her Majesty
in right of any province, together with the number of such shares held in the
name or right of, or for the use or benefit of,
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(a)
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each
shareholder associated with that person or Her Majesty in right of that
province, and
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(b)
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each person
who would be deemed under the statutory conditions to be associated with that
person or Her Majesty in right of that province if each of such persons and
that person or Her Majesty in right of that province were shareholders
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may not exceed
two and one-half per cent of the outstanding common shares of the company.
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4. (1) |
In this Schedule,
"agent" means,
in relation to the government of a foreign state or any political subdivision
thereof, a person empowered to perform a function or duty on behalf of the
government of the foreign state or political subdivision, other than a function
or duty in connection with the administration or management of the estate or
property of an individual;
"corporation"
includes an association, partnership or other organization;
"non-resident"
means
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(a)
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an
individual who is not ordinarily resident in Canada,
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(b)
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a
corporation incorporated, formed or otherwise organized, elsewhere than in
Canada,
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(c)
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the
government of a foreign state or any political subdivision thereof, or an
agent of either,
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(d)
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a
corporation that is controlled directly or indirectly by non-residents as
defined in any of paragraphs (a) to
(c),
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(e)
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a trust
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(i)
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established by a non-resident as defined in any of paragraphs
(b) to (d), other than a trust for the administration
of a pension fund for the benefit of individuals a majority
of whom are residents, or
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(ii)
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in which non-residents as defined in any of paragraphs
(a) to (d) have more than fifty per cent of
the beneficial interest, or
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(f)
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a corporation that is controlled directly or indirectly
by a trust defined in paragraph (e) as a non-resident;
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"resident"
means an individual, corporation, trust or government that is not a
non-resident.
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(2) |
For the
purposes of the statutory conditions,
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(a)
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a
shareholder is, except as provided by section 5 of this Schedule, deemed to
be associated with another shareholder if
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(i)
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one
shareholder is a corporation of which the other shareholder is a director or
an officer,
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(ii)
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one
shareholder is a partnership of which the other shareholder is a partner,
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(iii)
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one
shareholder is a corporation that is controlled directly or indirectly by the
other shareholder,
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(iv)
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both
shareholders are corporations and one shareholder is controlled directly or
indirectly by the same government in Canada, foreign government or individual
or corporation that controls the other shareholder,
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(v)
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both
shareholders are members of a voting trust where the trust relates to shares
of the company,
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(vi)
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both
shareholders are agents of Her Majesty in right of the same province or
officials or corporations performing on behalf of Her Majesty in such right a
function or duty in connection with the administration, management or
investment of a fund established to provide compensation, hospitalization,
medical care, annuity, pension or similar benefits to particular classes of
individuals, or moneys derived from such a fund,
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(vii)
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both
shareholders are associated within the meaning of subparagraphs (i) to (vi)
with the same shareholder, or
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(viii)
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both
shareholders are associated in any other manner declared by the by-laws to
constitute them associated shareholders;
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(b)
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a
shareholder is a person, other than Her Majesty in right of Canada, a
corporation declared by statute to be an agent of Her Majesty in right of
Canada or an approved telecommunications common carrier, who according to the
books of the company is the holder of one or more common shares of the
company and a reference in this Schedule to a share being held by or in the
name of any person is a reference to his being the holder of the share
according to the books of the company;
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(c)
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a
corporation is deemed to be associated with an approved telecommunications
common carrier if, in circumstances where both the corporation and the
approved telecommunications common carrier were shareholders, the corporation
would be deemed to be a shareholder associated with the approved
telecommunications common carrier;
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(d)
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where a
share of the company is held jointly and one or more of the joint holders
thereof is a non-resident, the share is deemed to be held by a non-resident;
and
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(e)
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where a
corporation or trust that was at any time a resident becomes a non-resident,
any shares of the company acquired by the corporation or the trust while it
was a resident and held by it while it is a non-resident shall be deemed to
be shares held by a resident for the use or benefit of a non-resident.
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5. |
Notwithstanding subparagraphs 4(2)(a)(i)
to (vii) of this Schedule,
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(a)
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where one
shareholder who is a resident and who, but for this paragraph, would be
deemed to be associated with another shareholder submits to the company a
declaration stating that none of the shares of the company held or to be held
by the shareholder submitting the declaration is or will be, to that
shareholder's knowledge, held in the right of, or for the use or benefit of,
that shareholder or any resident with whom, but for this paragraph, that
shareholder would be deemed to be associated, neither shareholder is deemed
to be associated with the other so long as the shares of the company from
time to time held by the shareholder who made the declaration are not held
contrary to the statements made in the declaration;
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(b)
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two shareholders
that are corporations and residents shall not be deemed to be associated with
each other by virtue of subparagraph 4(2)(a)(vi)
of this Schedule by reason only that each is deemed under subparagraph 4(2)(a)(i) of this Schedule to be
associated with the same shareholder; and
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(c)
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a
shareholder appearing, from the register of shareholders of the company, to
hold not more than five hundred common shares of the company is a shareholder
who shall not be deemed to be associated with any other shareholder and with
whom no other shareholder shall be deemed to be associated.
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R.S., c. T-4,
Sch. II.
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