Travel T-Comm Inc. - MRRS Decision

Headnote

INTHE MATTER OF

THESECURITIES LEGISLATION OF

BRITISHCOLUMBIA AND ONTARIO

AND

INTHE MATTER OF

THEMUTUAL RELIANCE REVIEW SYSTEM

FOREXEMPTIVE RELIEF APPLICATIONS

AND

INTHE MATTER OF

TRAVELT-COMM INC.

MRRSDECISION DOCUMENT

WHEREASthe local securities regulatory authority or regulator (the"Decision Maker") in each of British Columbia and Ontario (the"Jurisdictions") has received an application from Travel T-CommInc. (the "Applicant") for a decision under the securities legislationof the Jurisdictions (the "Legislation") that the requirementcontained in the Legislation that prohibits a person or companyfrom:

a)trading in a security unless the person or company is registeredin the appropriate category of registration under the Legislation(the "Registration Requirement"); and b)distributing a security unless a preliminary prospectus andprospectus for the security have been filed and receipts thereforobtained (the "Prospectus Requirement"); shallnot apply to trades of common shares (the "Common Shares") ofthe Applicant to Members, Eligible Transferees and ApprovedCandidates (as such terms are defined below), subject to certainconditions; ANDWHEREAS under the Mutual Reliance Review System forExemptive Relief Applications (the "System"), the Ontario SecuritiesCommission is the principal regulator for this application; ANDWHEREAS the Applicant has represented to the DecisionMakers that: 1.The Applicant was incorporated on May 3, 2001 as a corporationpursuant to the Business Corporations Act (Ontario). 2.The registered office of the Applicant is in Mississauga, Ontario. 3.The Applicant has been incorporated to carry on the same activitiesas were previously carried on by an existing, not-for-profitcorporation, T-Comm, A Travel Communication Association Inc.(the "Predecessor Corporation"). 4.The Predecessor Corporation was created as a not-for-profitcorporation by the grant of a charter by letters patent on December13, 1983 pursuant to the Canada Corporations Act. 5.The principal objects of the Predecessor Corporation are, andthe principal objects of the Applicant will be, to foster andadvance the interests of the members through, inter alia,representing the members in matters pertaining to the travelindustry, negotiating agreements on their behalf, providingcontinuing education to members, and disseminating to the mediainformation on behalf of the membership. 6.The existing members of the Predecessor Corporation (the "Members")are independent small businesses which carry on business asretail travel agents. The Predecessor Corporation has 133 Memberslocated in Ontario and two Members located in British Columbia. 7.Neither the Predecessor Corporation nor the Applicant is a reportingissuer (or the equivalent) in any province or territory in Canada,nor has any present intention of becoming a reporting issuerin any jurisdiction. Neither the Predecessor Corporation's shares,nor the Common Shares are listed or quoted on any stock exchangeor market. 8.The authorized capital of the Applicant consists of an unlimitednumber of Common Shares. Currently, no Common Shares are issuedand outstanding. 9.The Applicant desires to offer each of the Members of the PredecessorCorporation the opportunity to subscribe for one Common Sharefor a subscription price of $1.00. The Applicant further desiresto be able to offer, from time to time, the same opportunityto subscribe for one Common Share on similar terms to candidatesapproved for membership in the Applicant ("Approved Candidates")by the board of directors of the Applicant (the "Board of Directors"). 10.To be eligible to be a shareholder (a "Shareholder") of theApplicant, the Shareholder, either as an individual, partnership,or corporation, must engage, full time, in operating a travelagency (the business of offering the sale of travel servicesto the public) and must be in compliance with provincial legislationand regulations relating to travel agents. 11.In addition, each Shareholder will be required to enter intoa shareholders agreement (the "Shareholders' Agreement"), acopy of which has been filed with the Decision Makers. The Shareholders'Agreement contains restrictions on the transferability of theCommon Shares, and sets out the circumstances under which theApplicant is entitled to redeem or cancel any Shareholder'sCommon Shares. 12.No Shareholder may own more than one Common Share. Ownershipof Common Shares entitles the Shareholder to one vote for theelection of directors and on other matters relating to the affairsof the Applicant as may be submitted to a vote of the Shareholders.Only holders of Common Shares are entitled to a vote. Each Shareholderhas an equal vote in the election of directors and on othermatters. 13.The Common Shares may be transferred only with the consent ofthe Board of Directors and only to a person or company (eachan "Eligible Transferee") as follows:

(i)the Applicant,(ii) a spouse, child, daughter-in-law, or son-in-lawof a Shareholder; (iii)to a holding corporation wholly owned by the Shareholder; or

(iv)to an Approved Candidate as part of the sale of the Shareholder'sbusiness, or shares in a corporate Shareholder, in its entirety.

ANDWHEREAS under the System, this MRRS Decision Documentevidences the decision of each Decision Maker (collectively,the "Decision");