Common use of Non-Resident Ownership Constraint Clause in Contracts

Non-Resident Ownership Constraint. At no time may non-residents of Canada (within the meaning of the Tax Act) be the beneficial owners of more than 49% of the Units then outstanding and the Trustees shall inform the transfer agent and registrar of this restriction. The transfer agent and registrar may require declarations as to the jurisdictions in which beneficial owners of Units are resident. If the transfer agent and registrar becomes aware, as a result of requiring such declarations as to beneficial ownership, that the beneficial owners of 49% of the Units then outstanding are, or may be, non-residents or that such a situation is imminent, the transfer agent and registrar will advise the Trustees and, upon receiving a direction from the Trustees, may make a public announcement thereof and shall not accept a subscription for Units from or issue or register a transfer of Units to a person unless the person provides a declaration that the person is not a non-resident of Canada. If, notwithstanding the foregoing, the transfer agent and registrar determines that more than 49% of the Units are held by non-residents, the transfer agent and registrar may upon receiving a direction and suitable indemnity from the Trustees, send a notice to non-resident holders of Units, chosen in inverse order to the order of acquisition or registration or in such manner as the transfer agent and registrar may consider equitable and practicable, requiring them to sell their Units or a portion thereof within a specified period of not less than 60 days. If the Unitholders receiving such notice have not sold the specified number of Units or provided the transfer agent and registrar with satisfactory evidence that they are not non-residents of Canada within such period, the transfer agent and registrar, may on behalf of such Unitholders sell such Units and, in the interim, shall suspend the voting and distribution rights attached to such Units. Upon such sale the Unitholders thereby affected shall cease to be holders of Units and their rights shall be limited to receiving the net proceeds of sale upon surrender of the certificate representing such Units. The Trustees’ Regulations may include provisions to implement the foregoing.

Non-Resident Ownership Constraint. (a) At no time may non-residents of Canada (within the meaning of the Tax Act) be the beneficial owners of more than 49% 49 percent of the Trust Units then outstanding and the Trustees Trustee shall inform the transfer agent and registrar Transfer Agent of this restriction. The transfer agent and registrar Trustee or Transfer Agent may require declarations as to the jurisdictions in which beneficial owners of Trust Units are resident. If the transfer agent and registrar Transfer Agent or the Corporation becomes aware, as a result of requiring such declarations as to beneficial ownership, aware that the beneficial owners of 49% 49 percent or more of the Trust Units then outstanding are, or may be, non-residents or that such a situation is imminent, the transfer agent and registrar Transfer Agent or the Corporation (as applicable) will advise the Trustees andTrustee and the Trustee may, or upon receiving a direction from the TrusteesTrustee the Transfer Agent may, may make a public announcement thereof and neither the Trustee nor the Transfer Agent shall not accept a subscription for Trust Units from or issue or register a transfer of Trust Units to a person unless the person provides a declaration declaration, in form and content satisfactory to the Trustee or the Transfer Agent, that the person is not a non-resident of Canada. If, notwithstanding the foregoing, the transfer agent and registrar Trustee or Transfer Agent determines that 49 percent or more than 49% of the Trust Units are held by non-residents, the transfer agent and registrar Trustee may, or the Transfer Agent may upon receiving a direction from the Trustee and suitable indemnity from the TrusteesTrust, send a notice to non-resident holders of Trust Units, as applicable, chosen in inverse order to the order of acquisition or registration or in such other manner as the transfer agent and registrar Trustee or Transfer Agent (as the case may be) may consider equitable and practicable, requiring them such non-resident holders to sell their Trust Units or a specified portion thereof within a specified period of not less than 60 days. If the Unitholders receiving such notice have not sold the specified number of Trust Units or provided the transfer agent and registrar Trustee with satisfactory evidence that they are not non-residents of Canada within such period, the transfer agent and registrar, Trustee (or the Transfer Agent on the direction of the Trustee) may on behalf of such Unitholders sell such Trust Units and, in the interim, shall suspend the voting and distribution rights attached to such Trust Units. Upon such sale the Unitholders thereby affected shall cease to be holders of the relevant Trust Units and their rights shall be limited to receiving the net proceeds of sale of such Trust Units upon surrender of the certificate certificates representing such Trust Units. The Trustees’ Regulations may include provisions to implement Notwithstanding the foregoing, the Trustee, upon direction of the Corporation, may take such action as is deemed necessary to ensure compliance with the Tax Act. (b) No liability shall accrue to the Trust or the Trustee if the Trust Units of non-resident Unitholders are sold at a loss to such Unitholder. Unless and until the Trustee shall have been required to do so under the terms hereof, the Trustee shall not be bound to do or take any proceeding or action with respect to this Section 3.10 by virtue of the powers conferred on it hereby. The Trustee shall not be deemed to have notice of any violation of this Section 3.10 unless and until it has been given written notice of such violation (which notice may be given by the Corporation) and shall act only as required by this Trust Indenture once an indemnity is provided. The Trustee shall not be required to actively monitor the foreign holdings of the Trust unless requested to do so in writing by the Corporation. It is acknowledged that the Trustee cannot monitor the non-resident holders of the Trust Units if the Trust Units are registered in the name of CDS. The Trustee shall not be liable for any violation of the non-resident ownership restriction which may occur during the term of the Trust.

Non-Resident Ownership Constraint. At no time may non-residents of Canada (within the meaning of the Tax Act) be the beneficial owners of more than 49% of the Units then outstanding and the Trustees shall inform the transfer agent and registrar of this restriction. The transfer agent and registrar may require declarations as to the jurisdictions in which beneficial owners of Units are resident. If the transfer agent and registrar becomes aware, as a result of requiring such declarations as to beneficial ownership, that the beneficial owners of 49% of the Units then outstanding are, or may be, non-residents or that such a situation is imminent, the transfer agent and registrar will advise the Trustees and, upon receiving a direction from the Trustees, may make a public announcement thereof and shall not accept a subscription for Units from or issue or register a transfer of Units to a person unless the person provides a declaration that the person is not a non-resident of Canada. If, notwithstanding the foregoing, the transfer agent and registrar determines that more than 49% of the Units are held by non-residents, the transfer agent and registrar may upon receiving a direction and suitable indemnity from the Trustees, send a notice to non-resident holders of Units, chosen in inverse order to the order of acquisition or registration or in such manner as the transfer agent and registrar may consider equitable and practicable, requiring them to sell their Units or a portion thereof within a specified period of not less than 60 days. If the Unitholders receiving such notice have not sold the specified number of Units or provided the transfer agent and registrar with satisfactory evidence that they are not non-residents of Canada within such period, the transfer agent and registrar, may on behalf of such Unitholders sell such Units and, in the interim, shall suspend the voting and distribution rights attached to such Units. Upon such sale the Unitholders thereby affected shall cease to be holders of Units and their rights shall be limited to receiving the net proceeds of sale upon surrender of the certificate representing such Units. The Trustees’ Regulations may include provisions to implement the foregoing. Each Unitholder or his duly authorized agent is entitled to a certificate bearing an identifying serial number in respect of the Units held by him, signed in the manner hereinafter prescribed, but the Trust is not bound to issue more than one certificate in respect of a Unit or Units held jointly or in common by two or more persons and delivery of a certificate to one of them shall be sufficient delivery to all. No certificate shall be issued to evidence any fractional Units. Certificates representing Units shall be signed manually by at least one Trustee or officer of the Trust holding office at the time of signing, provided, however, that if the Trustees have appointed a registrar and transfer agent which countersigns manually such Unit certificate, signatures of Trustees or officers of the Trust required on Unit certificates may be printed or otherwise mechanically reproduced thereon and certificates so signed are as valid as if they had been signed manually. If a Unit certificate contains a printed or mechanically reproduced signature of a person, the Trust may issue the certificate even though the person has ceased to be a Trustee or an officer of the Trust and such certificate is as valid as if the person were a Trustee or an officer of the Trust at the date of its issue.

Non-Resident Ownership Constraint. At no time may non-residents of Canada (within the meaning of the Tax Act) be the beneficial owners of 7.13.1 Not more than 49% of the Trust Units then or Special Voting Units outstanding at any time shall be held or beneficially owned, directly or indirectly, by persons who are non-residents, and the Trustees shall inform the transfer agent and registrar Transfer Agent of this restriction. The transfer agent Furthermore, at no time shall non- residents hold or beneficially own, directly or indirectly, Trust Units or Special Voting Units or any other rights or options, including convertible debentures, (for the purpose of this Section 7.13, such other rights and registrar options being known as “Options”) that may require declarations as entitle them (conditionally or otherwise) to the jurisdictions acquire Trust Units that would result in which beneficial owners of Units are resident. If the transfer agent and registrar becomes aware, as a result of requiring such declarations as to beneficial ownership, that the beneficial owners of 49% of the Units then outstanding are, or may be, non-residents or that such a situation is imminent, the transfer agent and registrar will advise the Trustees and, upon receiving a direction from the Trustees, may make a public announcement thereof and shall not accept a subscription for Units from or issue or register a transfer of Units to a person unless the person provides a declaration that the person is not a non-resident of Canada. If, notwithstanding the foregoing, the transfer agent and registrar determines that more than 49% of the Trust Units are or Special Voting Units, at any time, being held or beneficially owned, directly or indirectly, by non-non- residents. 7.13.2 The Trustees may, in their discretion, from time to time and at such time as they deem appropriate, require from the transfer agent Unitholders and registrar may upon receiving a direction Optionholders, and suitable indemnity from the Unitholders and Optionholders shall furnish diligently to the Trustees, send a notice declaration as to their residency and should any Unitholder or Optionholder not be the Beneficial Owner of the Units or Options registered in his name, the residency of the Beneficial Owner of such Units or Options. In the event that it appears from the Register or from the declarations of residency delivered to the Trustees that, or in the event that the Trustees otherwise determine that, there has been a contravention of the foregoing non-resident ownership constraint or that, after giving effect to any proposed subscription, issue or transfer of Units or Options to a non-resident, there would be a contravention of the non-resident ownership constraint, the Trustees shall cause a public announcement to be made to such effect and shall not accept any subscription for Units or Options from any non-resident, issue any Units or Options to any such person or register or otherwise recognize the transfer (including pursuant to Section 7.22 of any Units or Options to any non-resident. 7.13.3 Furthermore, in the event that it appears from the Register or from the declarations of residency delivered to the Trustees that, or in the event that the Trustees otherwise determine that, there has been a contravention of the foregoing non-resident ownership constraint or that a contravention of the foregoing non-resident ownership constraint is likely to occur or is imminent, the Trust shall send a written notice (a “Sell Notice”) to the registered holders of Units, such of those Units or Options as shall be chosen in on the basis of inverse order to the order of acquisition or registration of all non-residents, by law or in by such manner other method that is authorized by the Trustees’ determination (each such selected registered holder to be hereinafter known as an “Affected Holder”). Such Sell Notice shall require that an Affected Holder sell to a person who is not a non-resident of Canada the transfer agent and registrar may consider equitable and practicable, requiring them to sell their Units or a portion thereof within a specified period of not less than 60 days. If the Unitholders receiving such notice have not sold the specified total number of Units or Options specified in the Sell Notice (the “Affected Units”) within the prescribed period stipulated in the Sell Notice. Any such Sell Notice to be delivered to an Affected Holder shall be given by registered prepaid mail or delivered directly to the Affected Holder and shall specify a period, which shall not be more than 60 days, within which the Affected Units must be sold on a basis that does not result in the contravention of subsection 7.13. 1. The Sell Notice shall also require the Affected Holder to notify the Trust of the sale or disposition requested when completed. 7.13.4 In the event that the Affected Units have not been sold by the Affected Holder on or prior to the date stipulated in the Sell Notice or the Affected Holder has not provided evidence satisfactory to the transfer agent and registrar with satisfactory evidence Trustees to the effect that they are it is not a non-residents of Canada within resident prior to such perioddate, the transfer agent and registrarTrust may elect to sell (or, may in the case of Special Voting Units, redeem) the Affected Units on behalf of such Unitholders the Affected Holder without further notice on and subject to the terms herein contained and to forthwith suspend the rights of the Affected Holder to vote or to receive distribution in connection with the Affected Units. The Trust may sell such Affected Units andon any stock exchange or organized market on which the Trust Units are then listed or traded as the Trustees shall determine or, if the Trust Units are not then listed on any stock exchange or traded on any organized market, in such other manner as the interimTrustees shall determine. For all purposes of such sale, the Trustees and the Transfer Agent shall suspend be deemed to be the voting agents and distribution rights attached to such lawful mandataries of the Affected Holder and any Beneficial Owner of the Affected Units. Upon The net proceeds of any such sale the Unitholders thereby affected shall cease to be holders of Affected Units and their rights shall be limited the net proceeds after deduction of any commission, tax or other cost of sale. 7.13.5 In the event of any such sale of Affected Units, the Affected Holder shall have the right only to receiving receive the net proceeds of sale upon surrender such sale, subject to its right to receive payment of any distribution declared by the Trustees which is unpaid and owing to such Affected Holder. The Trust shall deposit an amount equal to such net proceeds in a special account in any bank or trust company in Canada selected by it. The amount of such deposit, less the reasonable costs of the certificate administration of the special account, shall be payable to the Affected Holder upon presentation of evidence acceptable to the bank or trust company of such person’s interest in the Affected Units, including the Unit Certificates therefor, if any. Any interest earned on any amount so deposited shall accrue to the benefit of the Affected Holder. From and after the date of such deposit, the Affected Holder shall not be entitled to any of the rights of a registered Unitholder in respect of the Affected Units, other than the right to receive the funds so deposited as hereinabove stipulated. 7.13.6 The Trust shall, as soon as reasonably practical, and in any event, not later than 30 days after making a deposit pursuant to the terms of subsection 7.13.5, send a notice to the Affected Holder stating that the Affected Units have been sold, the amount of the net proceeds, respectively, to which the Affected Holder is entitled, the name and address of the bank or trust company at which the Trust has made the deposit and all other relevant particulars of the sale. 7.13.7 Special Voting Units, together with exchangeable securities (including Exchangeable Units) to which they are attached, shall not be held or beneficially owned, directly or indirectly, by persons who are non-residents, or be transferred to persons who are non-residents, if such exchangeable securities are issued by a Partnership. 7.13.8 For greater certainty, the Trust may sell Units in accordance with the terms hereof despite the fact that the Trust does not possess the Unit Certificates, if any, representing the Affected Units at the time of the sale. Where, in accordance with this Section 7.13, Affected Units are sold by the Trust without possession of the Unit Certificates, if any, representing the same and, after the sale, a person establishes that it is a bona fide purchaser without notice of the Affected Units from the Affected Holder, then, subject to applicable law: (a) the Trust shall be entitled to treat the Units so purchased by the bona fide purchaser as validly issued and outstanding Units in addition to the Units sold by the Trust; and (b) notwithstanding any other provisions of this Contract of Trust, the Trust is entitled to the deposit made with respect to such sale and shall add the amount of the deposit to the capital account maintained by the Trust in respect of outstanding Units. The Trustees’ Regulations may include provisions to implement the foregoing.

Non-Resident Ownership Constraint. At no time may non-residents of Canada (within the meaning of the Tax Act) be the beneficial owners of more than 49% of the Units then outstanding and the Trustees shall inform the transfer agent and registrar of this restriction. The transfer agent and registrar may require declarations as to the jurisdictions in which beneficial owners of Units are resident. If the transfer agent and registrar becomes aware, as a result of requiring such declarations as to beneficial ownership, that the beneficial owners of 49% of the Units then outstanding are, or may be, non-non- residents or that such a situation is imminent, the transfer agent and registrar will advise the Trustees and, upon receiving a direction from the Trustees, may make a public announcement thereof and shall not accept a subscription for Units from or issue or register a transfer of Units to a person unless the person provides a declaration that the person is not a non-resident of Canada. If, notwithstanding the foregoing, the transfer agent and registrar determines that more than 49% of the Units are held by non-residents, the transfer agent and registrar may upon receiving a direction and suitable indemnity from the Trustees, send a notice to non-resident holders of Units, chosen in inverse order to the order of acquisition or registration or in such manner as the transfer agent and registrar may consider equitable and practicable, requiring them to sell their Units or a portion thereof within a specified period of not less than 60 days. If the Unitholders receiving such notice have not sold the specified number of Units or provided the transfer agent and registrar with satisfactory evidence that they are not non-residents of Canada within such period, the transfer agent and registrar, may on behalf of such Unitholders sell such Units and, in the interim, shall suspend the voting and distribution rights attached to such Units. Upon such sale the Unitholders thereby affected shall cease to be holders of Units and their rights shall be limited to receiving the net proceeds of sale upon surrender of the certificate representing such Units. The Trustees’ Regulations may include provisions to implement the foregoing.