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(3) Paragraph (c) of the definition
``commercial loan'' in subsection 386(1) of
the Act is amended by striking out the word
``or'' at the end of subparagraph (i) and by
replacing subparagraph (ii) with the
following:
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(4) Paragraphs (b) and (c) of the
definition ``information services
corporation'' in subsection 386(1) of the Act
are replaced by the following:
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(5) Paragraphs (a) to (c) of the definition
``service corporation'' in subsection 386(1)
of the Act are replaced by the following:
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(6) Paragraphs (e) and (f) of the definition
``service corporation'' in subsection 386(1)
of the Act are replaced by the following:
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(7) The definition ``service corporation''
in subsection 386(1) of the Act is amended
by striking out the word ``and'' at the end of
paragraph (g) and by adding the following
after paragraph (h):
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(8) The portion of the definition ``special
purpose computer hardware'' in subsection
386(1) of the Act before paragraph (a) is
replaced by the following:
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``special
purpose
computer
hardware'' « matériel informatique spécial »
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``special purpose computer hardware'' means
computer equipment that is integral to the
provision of
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141. (1) Paragraph 388(2)(b) of the Act is
replaced by the following:
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(2) The portion of subsection 388(3) of the
Act before paragraph (a) is replaced by the
following:
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Exception:
temporary
investments,
realizations
and loan
workouts
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(3) An association may acquire or increase
a substantial investment in an entity by way of
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142. (1) Paragraph 390(1)(l) of the Act is
replaced by the following:
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(2) Paragraph 390(1)(m) of the Act is
replaced by the following:
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(3) Section 390 of the Act is amended by
adding the following after subsection (1):
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Other
permitted
substantial
investments
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(1.1) Subject to Part XII and any terms and
conditions that may be imposed by the
Minister, an association may, with the
approval of the Minister, acquire or increase a
substantial investment in an entity that is not
a body corporate if the activities of the entity
are the same as or substantially similar to
those of a body corporate referred to in any of
paragraphs (1)(b) to (n).
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Exception
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(1.2) Subsection (1.1) does not apply to the
acquisition or increase of a substantial
investment in a real property holding vehicle.
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(4) Subsection 390(3) of the Act is
amended by adding the following after
paragraph (a):
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(5) Subsection 390(3) of the Act is
amended by striking out the word ``and'' at
the end of paragraph (b), by adding the
word ``and'' at the end of paragraph (c) and
by adding the following after paragraph
(c):
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(6) Subsections 390(4) to (6) of the Act are
replaced by the following:
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Control not
required
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(4) Notwithstanding paragraphs (3)(a) and
(a.1) , an association need not control a foreign
institution or other body corporate
incorporated elsewhere than in Canada in
which it has a substantial investment, and that
it would otherwise be required by one of those
paragraphs to control, if the laws or
customary business practices of the country
under the laws of which the foreign institution
or body corporate was incorporated do not
permit the association to control the foreign
institution or body corporate.
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Approval for
indirect
investments
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(5) For the purposes of paragraphs (3)(b)
and (d), where an association obtains the prior
written approval of the Minister for the
association to acquire or increase a substantial
investment in a financial institution or a
specialized financing corporation and through
that acquisition or increase the association
indirectly acquires or increases a substantial
investment in another body corporate referred
to in any of paragraphs (1)(d), (k) and (m), and
that indirect acquisition or increase is
disclosed in writing to the Minister before that
approval is obtained, the association is
deemed to have obtained the prior written
approval of the Minister for that indirect
acquisition or increase.
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Acquisition of
legal control
without
control in fact
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(6) An association shall not, without the
prior written approval of the Minister, acquire
control of a body corporate, as authorized by
subparagraph (3)(a)(i), unless it also acquires
control of the body corporate within the
meaning of paragraph 3(1)(e).
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Giving up
control in fact
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(7) An association that acquires control of
a body corporate, as authorized by paragraph
(3)(a)(i), shall not, without the prior written
approval of the Minister, give up control of the
body corporate within the meaning of
paragraph 3(1)(e) while continuing to control
the body corporate.
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Giving up of
control
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(8) An association that controls a body
corporate referred to in paragraph (3)(a) may
give up control of the body corporate and keep
a substantial investment in the body corporate
if
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143. (1) The portion of subsection 394(1)
of the Act after paragraph (d) is replaced by
the following:
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but the association shall, within five years
after acquiring the shares or ownership
interests, do all things necessary to ensure that
the association does not have a substantial
investment in any entity referred to in
paragraphs (a) to (d).
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(2) Subsections 394(2) and (3) of the Act
are replaced by the following:
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Transitional
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(2) Notwithstanding subsection (1), where
on September 27, 1990 an association had an
investment in an entity that is a substantial
investment within the meaning of section 12
and the association later increases that
substantial investment by way of an
investment made under subsection (1), the
association shall, within five years after
increasing the substantial investment, do all
things necessary to ensure that its substantial
investment in the entity is no greater than it
was on September 27, 1990.
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Extension
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(3) The Superintendent may, in the case of
any particular association, extend the period
of five years referred to in subsections (1) and
(2) for any further period or periods, and on
any terms and conditions, that the
Superintendent considers necessary.
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Exception
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(4) Where under subsection (1) an
association acquires a substantial investment
in an entity that it would otherwise be
permitted to acquire or increase under section
390, the association may continue to hold the
substantial investment if the approval in
writing of the Minister is obtained before the
end of the period referred to in subsection (1)
or (2), including any extension of it granted
under subsection (3).
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144. Subsections 395(2) to (4) of the Act
are replaced by the following:
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Disposition
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(2) Subject to subsection 81(2), where an
association acquires a substantial investment
in an entity by way of the realization of a
security interest held by the association, the
association shall, within five years after the
day on which the substantial investment is
acquired, do all things necessary to ensure that
the association no longer has a substantial
investment in the entity.
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Transitional
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(3) Notwithstanding subsection (2), where
on September 27, 1990 an association had an
investment in an entity that is a substantial
investment within the meaning of section 12
and the association later increases that
substantial investment by way of the
realization of a security interest under
subsection (1), the association shall, within
five years after increasing the substantial
investment, do all things necessary to ensure
that its substantial investment in the entity is
no greater than it was on September 27, 1990.
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Extension
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(4) The Superintendent may, in the case of
any particular association, extend the period
of five years referred to in subsections (2) and
(3) for any further period or periods, and on
any terms and conditions, that the
Superintendent considers necessary.
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145. (1) Paragraph 396(a) of the English
version of the Act is replaced by the
following:
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(2) Paragraph 396(b) of the Act is
replaced by the following:
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146. (1) Paragraph 397(1)(b) of the Act is
replaced by the following:
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(2) Subsection 397(3) of the Act is
replaced by the following:
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Exception
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(3) Subsection (1) does not apply to an
investment or interest described in that
subsection if the investment or interest is
defined by a regulation made under section
402 to be an interest in real property and
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147. Paragraph 403(d) of the Act is
replaced by the following:
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148. Section 405 of the Act is renumbered
as subsection 405(1) and is amended by
adding the following:
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Approved
holding of
investment
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(2) The association may continue to hold
the substantial investment after the end of the
period referred to in subsection 393(1) or (2)
that applies in respect of the investment,
including any extension of the period granted
under subsection 393(4), with the approval in
writing of the Minister obtained before the end
of that period or extended period.
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149. (1) Subsection 406(1) of the Act is
replaced by the following:
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Assets
transactions
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406. (1) An association shall not at any
time, without the prior written approval of the
Superintendent, directly or indirectly acquire
assets from a person, or directly or indirectly
transfer assets to a person, if
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A + B > C
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where
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A is the value of the assets;
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B is the total value of all assets that the
association directly or indirectly acquired
from, or directly or indirectly transferred to,
that person in the twelve months ending
immediately before that time; and
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C is ten per cent of the total value of the assets
of the association, as shown in the last
annual financial statement of the
association prepared before that time.
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Meaning of
``total assets''
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(1.1) For the purpose of subsection (1),
``total assets'' of the association has the
meaning that it is given by section 400.
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(2) Section 406 of the Act is amended by
adding the following after subsection (2):
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Exception
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(3) Subsection (1) does not apply to
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150. The Act is amended by adding the
following before section 410:
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Definition of
``senior
officer''
|
409.1 For the purposes of this Part, a
``senior officer'' of a body corporate is a
person who is
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