(g) details of any other matter necessary to perfect the amalgamation and to provide for the subsequent management and operation of the amalgamated insurance holding company; and
	(h) the proposed effective date of the amalgamation.
Cross ownership of shares	(3) If shares of one of the applicants are held by or on behalf of another of the applicants, other than shares held in the capacity of a personal representative or by way of security, the amalgamation agreement must provide for the cancellation of those shares when the amalgamation becomes effective without any repayment of capital in respect thereof, and no provision shall be made in the agreement for the conversion of those shares into shares of the amalgamated insurance holding company.
Approval of agreement by Minister	859. An amalgamation agreement shall be submitted to the Minister for approval. Any approval of the agreement under subsection 860(4) by the shareholders of an applicant is invalid unless, before the date of the approval, the Minister approves the agreement in writing.
Approval by shareholders	860. (1) The directors of each applicant shall submit an amalgamation agreement for approval to a meeting of the shareholders of the body corporate of which they are directors and to the holders of each class or series of shares.
Right to vote	(2) Each share of an applicant carries the right to vote in respect of an amalgamation, whether or not it otherwise carries the right to vote.
Class vote	(3) The holders of shares of a class or series of shares of an applicant are entitled to vote separately as a class or series in respect of an amalgamation if the amalgamation agreement contains a provision that, if contained in a proposed amendment to the by-laws or incorporating instrument of the applicant, would entitle those holders to vote separately as a class or series.
Special resolution	(4) Subject to subsection (3), an amalgamation agreement is approved when it has been approved by special resolution by the shareholders of each applicant body corporate.
Termination	(5) An amalgamation agreement may provide that, at any time before the issue of letters patent of amalgamation, the agreement may be terminated by the directors of an applicant even though the agreement has been approved by the shareholders of all or any of the applicant bodies corporate.
Vertical short-form amalgamation	861. (1) An insurance holding company may, without complying with sections 858 to 860, amalgamate with one or more bodies corporate that
	(a) are incorporated by or under an Act of Parliament, and
	(b) are wholly-owned subsidiaries of the insurance holding company
	if
	(c) the amalgamation is approved by a resolution of the directors of the insurance holding company and of each amalgamating subsidiary, and
	(d) the resolutions provide that
	(i) the shares of each amalgamating subsidiary will be cancelled without any repayment of capital in respect thereof,
	(ii) the letters patent of amalgamation and the by-laws of the amalgamated insurance holding company will be the same as the incorporating instrument and the by-laws of the amalgamating insurance holding company that is the holding body corporate, and
	(iii) no securities will be issued by the amalgamated insurance holding company in connection with the amalgamation.
Horizontal short-form amalgamation	(2) Two or more bodies corporate that
	(a) are incorporated by or under an Act of Parliament, and
	(b) are wholly-owned subsidiaries of the same holding body corporate
	may amalgamate and continue as one insurance holding company without complying with sections 858 to 860 if
	(c) at least one of the applicants is an insurance holding company,
	(d) the amalgamation is approved by a resolution of the directors of each of the applicants, and
	(e) the resolutions provide that
	(i) the shares of all applicants, except those of one of the applicants that is an insurance holding company, will be cancelled without any repayment of capital in respect thereof,
	(ii) the letters patent of amalgamation and the by-laws of the amalgamated insurance holding company will be the same as the incorporating instrument and the by-laws of the amalgamating insurance holding company whose shares are not cancelled, and
	(iii) the stated capital of the amalgamating insurance holding companies and bodies corporate whose shares are cancelled will be added to the stated capital of the amalgamating insurance holding company whose shares are not cancelled.
Joint application to Minister	862. (1) Subject to subsection (2), unless an amalgamation agreement is terminated in accordance with subsection 860(5), the applicants shall, within three months after the approval of the agreement in accordance with subsection 860(4) or the approval of the directors in accordance with subsection 861(1) or (2), jointly apply to the Minister for letters patent of amalgamation continuing the applicants as one insurance holding company.
Conditions precedent to application	(2) No application for the issue of letters patent under subsection (1) may be made unless
	(a) notice of intention to make such an application has been published at least once a week for a period of four consecutive weeks in the Canada Gazette and in a newspaper in general circulation at or near the place where the head office of each applicant is situated; and
	(b) the application is supported by satisfactory evidence that the applicants have complied with the requirements of this Part relating to amalgamations.
Application of sections 709 to 711	(3) Where two or more bodies corporate, none of which is an insurance holding company, apply for letters patent under subsection (1), sections 709 to 711 apply in respect of the application with such modifications as the circumstances require.
Matters for consideration	(4) Before issuing letters patent of amalgamation continuing the applicants as one insurance holding company, the Minister shall take into account all matters that the Minister considers relevant to the application, including
	(a) the sources of continuing financial support for any company that will be a subsidiary of the amalgamated insurance holding company;
	(b) the soundness and feasibility of the plans of the applicants for the future conduct and development of the business of any company that will be a subsidiary of the amalgamated insurance holding company;
	(c) the business record and experience of the applicants;
	(d) the reputation of the applicants for being operated in a manner that is consistent with the standards of good character and integrity;
	(e) whether the amalgamated insurance holding company will be operated responsibly by persons with the competence and experience suitable for involvement in the operation of a financial institution;
	(f) the impact of any integration of the operations and businesses of the applicants on the conduct of those operations and businesses;
	(g) if the insurance holding company is an insurance holding company in respect of which subsection 927(5) applies or an insurance holding company in respect of which subsection 927(6) applied at any time, the opinion of the Superintendent regarding the extent to which the proposed corporate structure of the amalgamated insurance holding company and its affiliates may affect the supervision and regulation of any company that will be its subsidiary, having regard to
	(i) the nature and extent of the proposed financial services activities to be carried out by the affiliates of the amalgamated insurance holding company, and
	(ii) the nature and degree of supervision and regulation applying to the proposed financial services activities to be carried out by the affiliates of the amalgamated insurance holding company;
	and
	(h) the best interests of the financial system in Canada.
Restriction	(5) The Minister may not, before January 1, 2002, issue letters patent under section 863 amalgamating a converted company in respect of which subsection 407(4) or (11) applies, a company to which subsection 407(5) or (12) applies or an insurance holding company to which subsection 407(6) or (13) applies with any other body corporate.
Restriction	(6) If one of the applicants for letters patent of amalgamation is a converted company in respect of which subsection 407(4) applies, or a company to which subsection 407(5) applies or an insurance holding company to which subsection 407(6) applies, the Minister may not issue the letters patent of amalgamation unless the amalgamated insurance holding company is widely held.
Deeming	(7) If one of the applicants for letters patent of amalgamation is a converted company in respect of which subsection 407(4) applies, a company to which subsection 407(5) applies or an insurance holding company to which subsection 407(6) applies and the letters patent of amalgamation are issued, the amalgamated insurance holding company is deemed to be an insurance holding company in respect of which subsection 927(4) applies.
Issue of letters patent	863. (1) Where an application has been made to the Minister in accordance with section 862, the Minister may issue letters patent of amalgamation continuing the applicants as one insurance holding company.
Letters patent	(2) Where letters patent are issued pursuant to this section, section 713 applies with such modifications as the circumstances require in respect of the issue of the letters patent.
Publication of notice	(3) The Superintendent shall cause to be published in the Canada Gazette notice of the issuance of letters patent pursuant to subsection (1).
Court enforcement	864. (1) If an insurance holding company, or any director, officer, employee or agent of an insurance holding company, is contravening or has failed to comply with any term or condition made in respect of the issuance of letters patent of amalgamation, the Minister may, in addition to any other action that may be taken under this Act, apply to a court for an order directing the insurance holding company, or the director, officer, employee or agent to comply with the term or condition, cease the contravention or do any thing that is required to be done, and on the application the court may so order and make any other order it thinks fit.
Appeal	(2) An appeal from an order of a court under this section lies in the same manner as, and to the same court to which, an appeal may be taken from any other order of the court.
Effect of letters patent	865. (1) On the day provided for in the letters patent issued under section 863,
	(a) the amalgamation of the applicants and their continuance as one insurance holding company become effective;
	(b) the property of each applicant continues to be the property of the amalgamated insurance holding company;
	(c) the amalgamated insurance holding company continues to be liable for the obligations of each applicant;
	(d) any existing cause of action, claim or liability to prosecution is unaffected;
	(e) any civil, criminal or administrative action or proceeding pending by or against an applicant may be continued to be prosecuted by or against the amalgamated insurance holding company;
	(f) any conviction against, or ruling, order or judgment in favour of or against, an applicant may be enforced by or against the amalgamated insurance holding company;
	(g) if any director or officer of an applicant continues as a director or officer of the amalgamated insurance holding company, any disclosure by that director or officer of a material interest in any contract made to the applicant shall be deemed to be disclosure to the amalgamated insurance holding company; and
	(h) the letters patent of amalgamation are the incorporating instrument of the amalgamated insurance holding company.
Minutes	(2) Any deemed disclosure under paragraph (1)(g) shall be recorded in the minutes of the first meeting of directors of the amalgamated insurance holding company.
Transitional	866. (1) Despite any other provision of this Act or the regulations, the Minister may, by order, on the recommendation of the Superintendent, grant to an insurance holding company in respect of which letters patent were issued under subsection 863(1) permission to
	(a) engage in a business activity specified in the order that the insurance holding company would not otherwise be permitted by this Act to engage in and that one or more of the amalgamating bodies corporate was engaging in at the time application for the letters patent was made;
	(b) continue to have issued and outstanding debt obligations the issue of which is not authorized by this Act if the debt obligations were outstanding at the time the application for the letters patent was made;
	(c) hold assets that the insurance holding company would not otherwise be permitted by this Act to hold, if the assets were held by one or more of the amalgamating bodies corporate at the time the application for the letters patent was made;
	(d) acquire and hold assets that the insurance holding company would not otherwise be permitted by this Act to acquire or hold, if one or more of the amalgamating bodies corporate were obliged, at the time the application for the letters patent was made, to acquire those assets; and
	(e) maintain outside Canada any records or registers required by this Act to be maintained in Canada and maintain and process, outside Canada, information and data relating to the preparation and maintenance of such records or registers.
Duration of exceptions	(2) The permission granted under subsection (1) shall be expressed to be granted for a period specified in the order not exceeding
	(a) with respect to any matter described in paragraph (1)(a), thirty days after the date of issue of the letters patent or, where the activity is conducted pursuant to an agreement existing on the date of issue of the letters patent, the expiration of the agreement;
	(b) with respect to any matter described in paragraph (1)(b), ten years; and
	(c) with respect to any matter described in any of paragraphs (1)(c) to (e), two years.
Renewal	(3) Subject to subsection (4), the Minister, on the recommendation of the Superintendent, may by order renew a permission granted by order under subsection (1) with respect to any matter described in any of paragraphs (1)(b) to (d) for any further period or periods that the Minister considers necessary.
Limitation	(4) The Minister shall not grant to an insurance holding company any permission
	(a) with respect to matters described in paragraph (1)(b), that purports to be effective more than ten years after the effective date of the letters patent of amalgamation issued to effect the amalgamation, unless the Minister is satisfied on the basis of evidence on oath provided by an officer of the insurance holding company that the insurance holding company will not be able at law to redeem at the end of the ten years the outstanding debt obligations to which the permission relates; and
	(b) with respect to matters described in paragraphs (1)(c) and (d), that purports to be effective more than ten years after the effective date of the letters patent of amalgamation issued to effect the amalgamation.
	Transfer of Business
Shareholder approval	867. (1) A sale, lease or exchange of all or substantially all the property of an insurance holding company requires the approval of the shareholders in accordance with subsections (2) to (7).
Notice of meeting	(2) A notice of a meeting of shareholders complying with sections 767 and 769 shall be sent in accordance with those sections to each shareholder and shall include or be accompanied by a copy or summary of the agreement of sale, lease or exchange.
Shareholder approval	(3) At the meeting referred to in the notice, the shareholders may authorize the sale, lease or exchange and may fix or authorize the directors to fix any of the sale's, lease's or exchange's terms and conditions.
Right to vote	(4) Each share of the insurance holding company carries the right to vote in respect of the proposal whether or not the share otherwise carries the right to vote.
Class vote	(5) The holders of shares of a class or series of shares of the insurance holding company are entitled to vote separately as a class or series in respect of the proposal if the shares of the class or series are affected by the proposed transaction in a manner different from the shares of another class or series.
Special resolution	(6) For the purpose of subsection (1), the proposal is not approved unless the holders of the shares of each class or series of shares entitled to vote separately on the proposal have approved the proposal by special resolution.
Abandoning transaction	(7) Where a special resolution under subsection (6) approving a proposed transaction so states, the directors of an insurance holding company may, subject to the rights of third parties, abandon the transaction without further approval of the shareholders.
	Subdivision 5