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Superinten- dent's approval
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(6) Subject to subsection (7) and the
regulations, a bank holding company may not
acquire control of, or acquire or increase a
substantial investment in, an entity referred to
in any of paragraphs (1)(g) to (j) and (4)(c) and
(d) unless the bank holding company obtains
the approval of the Superintendent.
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Exception
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(7) Subsection (6) does not apply in respect
of a particular transaction if
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Control not
required
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(8) A bank holding company need not
control an entity referred to in paragraph
(1)(j), or an entity that is incorporated or
formed otherwise than by or under an Act of
Parliament or of the legislature of a province,
if the laws or customary business practices of
the country under the laws of which the entity
was incorporated or formed do not permit the
bank holding company to control the entity.
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Giving up
control
prohibited
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(9) A bank holding company that controls,
within the meaning of paragraphs 3(1)(a) and
(d), an entity referred to in paragraph (1)(a) or
(b) may not give up control, within the
meaning of paragraph 3(1)(a) or (d), of the
entity while continuing to control, within the
meaning of the other paragraph, the entity.
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Prohibition on
giving up
control in fact
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(10) A bank holding company that, under
paragraph (4)(b), (c) or (d), controls an entity
may not, without the prior written approval of
the Minister, give up control, within the
meaning of paragraph 3(1)(d), of the entity
while it continues to control the entity.
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Giving up
control
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(11) A bank holding company that, under
subsection (4), controls an entity may, with the
prior written approval of the Superintendent,
give up control of the entity while keeping a
substantial investment in the entity if
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Subsections
do not apply
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(12) If a bank holding company controls,
within the meaning of paragraph 3(1)(a), (b)
or (c), an entity, subsections (5) and (6) do not
apply in respect of any subsequent increases
by the bank holding company of its substantial
investment in the entity so long as the bank
holding company continues to control the
entity.
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Approval for
indirect
investments
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931. (1) If a bank holding company obtains
the approval of the Minister under subsection
930(5) to acquire control of, or to acquire or
increase a substantial investment in, an entity
and, through that acquisition or increase, the
bank holding company indirectly acquires
control of, or acquires or increases a
substantial investment in, another entity that
would require the approval of the Minister
under subsection 930(5) or the Superintendent
under subsection 930(6) and that indirect
acquisition or increase is disclosed to the
Minister in writing before the approval is
obtained, the bank holding company is
deemed to have obtained the approval of the
Minister or the Superintendent for that
indirect acquisition or increase.
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Approval for
indirect
investments
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(2) If a bank holding company obtains the
approval of the Superintendent under
subsection 930(6) to acquire control of, or to
acquire or increase a substantial investment
in, an entity and, through that acquisition or
increase the bank holding company indirectly
acquires control of, or acquires or increases a
substantial investment in, another entity that
would require the approval of the
Superintendent under that subsection and that
indirect acquisition or increase is disclosed to
the Superintendent in writing before the
approval is obtained, the bank holding
company is deemed to have obtained the
approval of the Superintendent for that
indirect acquisition or increase.
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Undertakings
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932. (1) If a bank holding company controls
a permitted entity, other than an entity referred
to in any of paragraphs 930(1)(a) to (f), the
bank holding company shall provide the
Superintendent with any undertakings that the
Superintendent may require regarding
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Undertakings
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(2) If a bank holding company acquires
control of an entity referred to in any of
paragraphs 930(1)(g) to (j), the bank holding
company shall provide the Superintendent
with any undertakings concerning the entity
that the Superintendent may require.
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Agreements
with other
jurisdictions
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(3) The Superintendent may enter into an
agreement with the appropriate official or
public body responsible for the supervision of
any entity referred to in any of paragraphs
930(1)(g) to (j) in each province or in any
other jurisdiction concerning any matters
referred to in paragraphs (1)(a) and (b) or any
other matter the Superintendent considers
appropriate.
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Access to
records
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(4) Despite any other provision of this
Division, a bank holding company shall not
control a permitted entity, other than an entity
referred to in any of paragraphs 930(1)(a) to
(f), unless, in the course of the acquisition of
control or within a reasonable time after the
control is acquired, the bank holding company
obtains from the permitted entity an
undertaking to provide the Superintendent
with reasonable access to the records of the
permitted entity.
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Exceptions and Exclusions
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Temporary
investments in
entity
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933. (1) Subject to subsection (3), a bank
holding company may, by way of a temporary
investment, acquire control of, or acquire or
increase a substantial investment in, an entity
but, within two years, or any other period that
may be specified or approved by the
Superintendent, after acquiring control or
after acquiring or increasing the substantial
investment, as the case may be, it shall do all
things necessary to ensure that it no longer
controls the entity or has a substantial
investment in the entity.
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Extension
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(2) The Superintendent may, in the case of
any particular bank holding company that
makes an application under this subsection,
extend the period of two years, or the other
period specified or approved by the
Superintendent, that is referred to in
subsection (1) for any further period or
periods, and on any terms and conditions, that
the Superintendent considers necessary.
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Temporary
investment
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(3) If a bank holding company, by way of
temporary investment, acquires control of, or
acquires or increases a substantial investment
in, an entity for which the approval of the
Minister under subsection 930(5) is required,
the bank holding company must, within 90
days after acquiring control or after acquiring
or increasing the substantial investment,
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Indetermi- nate extension
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(4) If a bank holding company, by way of
temporary investment, acquires control of, or
acquires or increases a substantial investment
in, an entity for which the approval of the
Superintendent under subsection 930(6) is
required, the Superintendent may, in the case
of any particular bank holding company that
makes an application under this subsection,
permit the bank holding company to retain
control of the entity or to continue to hold the
substantial investment in the entity for an
indeterminate period, on any terms and
conditions that the Superintendent considers
necessary.
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Loan
workouts
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934. (1) Despite anything in this Division,
if any subsidiary of a bank holding company
has made a loan to an entity and, under the
terms of the agreement between the subsidiary
and the entity with respect to the loan and any
other documents governing the terms of the
loan, a default has occurred, the bank holding
company may acquire, through the subsidiary,
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Obligation of
bank holding
company
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(2) If a bank holding company acquires a
substantial investment in an entity under
subsection (1), the bank holding company
shall, within five years after acquiring the
substantial investment, cause the subsidiary
that made the loan to do all things necessary
to ensure that the bank holding company does
not control the entity or have a substantial
investment in the entity.
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Extension
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(3) The Superintendent may, in the case of
any particular bank holding company that
makes an application under this subsection,
extend the period of five years referred to in
subsection (2) for any further period or
periods, and on any terms and conditions, that
the Superintendent considers necessary.
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Exception -
entities
controlled by
foreign
governments
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(4) Despite anything in this Division, if a
subsidiary of a bank holding company has
made a loan to, or holds a debt obligation of,
the government of a foreign country or an
entity controlled by the government of a
foreign country and, under the terms of the
agreement between the subsidiary and that
government or the entity, as the case may be,
and any other documents governing the terms
of the loan or debt obligation, a default has
occurred, the bank holding company may
acquire, through the subsidiary, a substantial
investment in that entity or in any other entity
designated by that government if the
acquisition is part of a debt restructuring
program of that government.
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Time for
holding
substantial
investment
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(5) If a bank holding company acquires a
substantial investment in any entity under
subsection (4), the bank holding company
may, on any terms and conditions that the
Superintendent considers appropriate,
continue to hold the substantial investment for
an indeterminate period or for any other
period that the Superintendent may specify.
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Exception
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(6) If, under subsection (1), a bank holding
company acquires control of, or acquires or
increases a substantial investment in, an entity
that it would otherwise be permitted to acquire
or increase under section 930, the bank
holding company may retain control of the
entity or continue to hold the substantial
investment for an indeterminate period, if the
approval in writing of the Minister is obtained
before the end of the period referred to in
subsection (2), including any extension of it
granted under subsection (3).
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Realizations
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935. (1) Despite anything in this Part, a
bank holding company may acquire control
of, or a substantial investment in, an entity if
the control or the substantial investment is
acquired through the realization of a security
interest held by a subsidiary of the bank
holding company.
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Disposition
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(2) Subject to subsection 717(2), if a bank
holding company acquires control of, or a
substantial investment in, an entity by way of
the realization of a security interest held by
any of its subsidiaries, the bank holding
company shall, within five years after the day
on which control or the substantial investment
is acquired, cause the subsidiary to do all
things necessary to ensure that the bank
holding company no longer controls the entity
or has a substantial investment in the entity.
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Extension
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(3) The Superintendent may, in the case of
any particular bank holding company that
makes an application under this subsection,
extend the period of five years referred to in
subsection (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) If, under subsection (1), a bank holding
company acquires control of, or acquires or
increases a substantial investment in, an entity
that it would otherwise be permitted to acquire
or increase under section 930, the bank
holding company may retain control of the
entity or continue to hold the substantial
investment for an indeterminate period if the
approval in writing of the Minister is obtained
before the end of the period referred to in
subsection (2), including any extension of it
granted under subsection (3).
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Regulations
restricting
ownership
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936. The Governor in Council may make
regulations
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Portfolio Limits
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Exclusion
from portfolio
limits
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937. (1) Subject to subsection (3), the value
of all loans, investments and interests
acquired by a bank holding company and any
of its prescribed subsidiaries under section
934 or as a result of a realization of a security
interest is not to be included in calculating the
value of loans, investments and interests of the
bank holding company and its prescribed
subsidiaries under sections 938 to 940
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Extension
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(2) The Superintendent may, in the case of
any particular bank holding company, extend
any period referred to in subsection (1) 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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(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
941 to be an interest in real property and
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Real Property
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Limit on total
property
interest
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938. A bank holding company shall not, and
shall not permit its prescribed subsidiaries to,
purchase or otherwise acquire an interest in
real property or make an improvement to any
real property in which the bank holding
company or any of its prescribed subsidiaries
has an interest if the aggregate value of all
interests of the bank holding company in real
property exceeds, or the acquisition of the
interest or the making of the improvement
would cause that aggregate value to exceed,
the prescribed percentage of the regulatory
capital of the bank holding company.
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Equities
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Limits on
equity
acquisitions
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939. A bank holding company shall not, and
shall not permit its prescribed subsidiaries to,
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if the aggregate value of
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beneficially owned by the bank holding
company and its prescribed subsidiaries
exceeds, or the purchase or acquisition would
cause that aggregate value to exceed, the
prescribed percentage of the regulatory
capital of the bank holding company.
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Aggregate Limit
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Aggregate
limit
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940. A bank holding company shall not, and
shall not permit its prescribed subsidiaries to,
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if the aggregate value of
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