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(b) that, in conducting the activities
referred to in paragraph (a) in Canada,
does not
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(i) direct its customers or potential
customers to particular dealers in the
leased property or the property to be
leased,
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(ii) enter into lease agreements with
persons in respect of any motor vehicle
having a gross vehicle weight, as that
expression is defined by the
regulations, of less than twenty-one
tonnes, or
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(iii) enter into lease agreements with
natural persons in respect of personal
household property, as that expression
is defined by the regulations.
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``loan''
« prêt » ou
« emprunt »
|
``loan'' includes an acceptance, endorsement
or other guarantee, a deposit, a financial
lease, a conditional sales contract, a
repurchase agreement and any other similar
arrangement for obtaining funds or credit
but does not include investments in
securities.
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``motor
vehicle''
« véhicule à
moteur »
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``motor vehicle'' means a motorized vehicle
designed to be used primarily on a public
highway for the transportation of persons or
things, but does not include
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(a) a fire-engine, bus, ambulance or
utility truck; or
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(b) any other special purpose motorized
vehicle that contains significant special
features that make it suitable for a
specific purpose.
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``mutual fund
distribution
entity''
« courtier de
fonds
mutuels »
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``mutual fund distribution entity'' means an
entity whose principal activity is acting as
a selling agent of units, shares or other
interests in a mutual fund and acting as a
collecting agent in the collection of
payments for any such interests if
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(a) the proceeds of the sales of any such
interests, less any sales commissions and
service fees, are paid to the mutual fund;
and
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(b) the existence of a sales commission
and service fee in respect of the sale of
any such interest is disclosed to the
purchaser of the interest before the
purchase of the interest.
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``mutual fund
entity''
« entité
s'occupant de
fonds
mutuels »
|
``mutual fund entity'' means an entity
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(a) whose activities are limited to the
investing of the funds of the entity so as
to provide investment diversification and
professional investment management to
the holders of its securities; and
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(b) whose securities entitle their holders
to receive, on demand, or within a
specified period after demand, an amount
computed by reference to the value of a
proportionate interest in the whole or in
a part of its net assets, including a
separate fund or trust account of the
entity.
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``participating
share''
« action
participante »
|
``participating share'' means a share of a body
corporate that carries the right to participate
in the earnings of the body corporate to an
unlimited degree and to participate in a
distribution of the remaining property of the
body corporate on dissolution.
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``permitted
entity''
« entité
admissible »
|
``permitted entity'' means an entity in which
a company is permitted to acquire a
substantial investment under section 453.
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``prescribed
subsidiary''
« filiale
réglementaire
»
|
``prescribed subsidiary'' means a subsidiary
that is one of a prescribed class of
subsidiaries.
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``specialized
financing
entity''
« entité
s'occupant de
financement
spécial »
|
``specialized financing entity'' means a
specialized financing entity as defined in
the regulations.
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| Members of a
company's
group
|
(2) For the purpose of this Part, a member
of a company's group is any of the following:
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(a) an entity referred to in any of paragraphs
453(1)(a) to (f) that controls the company;
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(b) a subsidiary of the company or of an
entity referred to in any of paragraphs
453(1)(a) to (f) that controls the company;
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(c) an entity in which the company, or an
entity referred to in any of paragraphs
453(1)(a) to (f) that controls the company,
has a substantial investment; or
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(d) a prescribed entity in relation to the
company.
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| Non-applicati
on of Part
|
(3) This Part does not apply in respect of
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(a) money or other assets held in trust by a
company, other than guaranteed trust
money and assets held in respect thereof;
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(b) the holding of a security interest in real
property, unless the security interest is
prescribed pursuant to paragraph 467(a) to
be an interest in real property; or
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(c) the holding of a security interest in
securities of an entity.
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| Investment
standards
|
450. The directors of a company shall
establish and the company shall adhere to
investment and lending policies, standards
and procedures that a reasonable and prudent
person would apply in respect of a portfolio of
investments and loans to avoid undue risk of
loss and obtain a reasonable return.
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| Restriction on
control and
substantial
investments
|
451. (1) Subject to subsections (2) to (4), no
company shall acquire control of, or hold,
acquire or increase a substantial investment
in, any entity other than a permitted entity.
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| Exception:
indirect
investments
|
(2) A company may, subject to Part XI,
acquire control of, or acquire or increase a
substantial investment in, an entity other than
a permitted entity by way of
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(a) an acquisition of control of an entity
referred to in any of paragraphs 453(1)(a) to
(j), or of a prescribed entity, that controls or
has a substantial investment in the entity; or
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(b) an acquisition of shares or ownership
interests in the entity by
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(i) an entity referred to in any of
paragraphs 453(1)(a) to (j), or a
prescribed entity, that is controlled by the
company, or
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(ii) an entity controlled by an entity
referred to in any of paragraphs 453(1)(a)
to (j), or a prescribed entity, that is
controlled by the company.
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| Exception:
temporary
investments,
realizations
and loan
workouts
|
(3) A company may, subject to Part XI,
acquire control of, or acquire or increase a
substantial investment in, an entity by way of
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(a) a temporary investment permitted by
section 456;
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(b) an acquisition of shares of a body
corporate or of ownership interests in an
unincorporated entity permitted by section
457; or
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(c) a realization of security permitted by
section 458.
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| Exception:
specialized
financing
regulations
|
(4) A company may, subject to Part XI,
acquire control of, or hold, acquire or increase
a substantial investment in, an entity other
than a permitted entity if it does so in
accordance with regulations made under
paragraph 452(d) concerning specialized
financing.
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| Exception:
uncontrolled
event
|
(5) A company is deemed not to contravene
subsection (1) if the company acquires control
of, or acquires or increases a substantial
investment in, an entity solely as the result of
an event not within the control of the
company.
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| Regulations
|
452. The Governor in Council may make
regulations
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|
(a) respecting the determination of the
amount or value of loans, investments and
interests for the purposes of this Part;
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(b) respecting the loans and investments,
and the maximum aggregate amount of all
loans and investments, that may be made or
acquired by a company and its prescribed
subsidiaries to or in a person and any
persons connected with that person;
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(c) specifying the classes of persons who are
connected with any person for the purposes
of paragraph (b); and
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(d) concerning specialized financing for the
purposes of subsection 451(4).
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| Permitted
investments
|
453. (1) Subject to subsections (6) to (8) and
Part XI, a company may acquire control of, or
acquire or increase a substantial investment in
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(c) a bank holding company;
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(d) an association to which the Cooperative
Credit Associations Act applies;
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(e) an insurance company or a fraternal
benefit society incorporated or formed
under the Insurance Companies Act;
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(f) an insurance holding company;
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(g) a trust, loan or insurance corporation
incorporated or formed by or under an Act
of the legislature of a province;
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(h) a cooperative credit society
incorporated or formed, and regulated, by
or under an Act of the legislature of a
province;
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(i) an entity that is incorporated or formed
by or under an Act of Parliament or of the
legislature of a province and that is
primarily engaged in dealing in securities;
or
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(j) an entity that is incorporated or formed,
and regulated, otherwise than by or under
an Act of Parliament or of the legislature of
a province and that is primarily engaged
outside Canada in a business that, if carried
on in Canada, would be the business of
banking, the business of a cooperative
credit society, the business of insurance, the
business of providing fiduciary services or
the business of dealing in securities.
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| Permitted
investments
|
(2) Subject to subsections (3) to (6) and Part
XI, a company may acquire control of, or
acquire or increase a substantial investment
in, an entity, other than an entity referred to in
any of paragraphs (1)(a) to (j), whose business
is limited to one or more of the following:
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(a) engaging in any financial service
activity or in any other activity that a
company is permitted to engage in under
any of paragraphs 409(2)(b) to (d) or section
410 or 411;
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(b) acquiring or holding shares of, or
ownership interests in, entities in which a
company is permitted under this Part to hold
or acquire;
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(c) engaging in the provision of any services
exclusively to any or all of the following, so
long as the entity is providing those services
to the company or any member of the
company's group:
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(ii) any member of the company's group,
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(iii) any entity that is primarily engaged
in the business of providing financial
services,
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(iv) any permitted entity in which an
entity referred to in subparagraph (iii) has
a substantial investment, or
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(v) any prescribed person, if it is doing so
under prescribed terms and conditions, if
any are prescribed;
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|
(d) engaging in any activity that a company
is permitted to engage in, other than an
activity referred to in paragraph (a) or (e),
that relates to
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(i) the promotion, sale, delivery or
distribution of a financial product or
financial service that is provided by the
company or any member of the
company's group, or
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(ii) if a significant portion of the business
of the entity involves an activity referred
to in subparagraph (i), the promotion,
sale, delivery or distribution of a
financial product or financial service that
is provided by any other entity that is
primarily engaged in the business of
providing financial services;
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|
(e) engaging in the activities referred to in
the definition ``mutual fund entity'' or
``mutual fund distribution entity'' in
subsection 449(1); and
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|
(f) engaging in prescribed activities, under
prescribed terms and conditions, if any are
prescribed.
|
|
| Restriction
|
(3) A company may not acquire control of,
or acquire or increase a substantial investment
in, an entity whose business includes any
activity referred to in any of paragraphs (2)(a)
to (e) if the entity engages in the business of
accepting deposit liabilities or if the activities
of the entity include
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|
(a) activities that a company is not
permitted to engage in under any of sections
417 and 418;
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|
(b) dealing in securities, except as may be
permitted under paragraph (2)(e) or as may
be permitted to a company under paragraph
409(2)(c);
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|
(c) acting as an executor, administrator or
official guardian or as a guardian, tutor,
curator, judicial adviser or committee of a
mentally incompetent person;
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|
(d) being a trustee for a trust;
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|
(e) activities that a company is not
permitted to engage in under any regulation
made under section 416 if the entity
engages in the activities of a finance entity
or of any other entity as may be prescribed;
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|
(f) acquiring control of or acquiring or
holding a substantial investment in another
entity unless
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|
(i) in the case of an entity that is
controlled by the company, the company
itself would be permitted under this Part
to acquire a substantial investment in the
other entity, or
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|
(ii) in the case of an entity that is not
controlled by the company, the company
itself would be permitted to acquire a
substantial investment in the other entity
under subsection (1) or (2) or 451(2),
paragraph 451(3)(b) or (c) or subsection
451(4); or
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|
(g) any prescribed activity.
|
|
| Control
|
(4) Subject to subsection (8) and the
regulations, a company may not acquire
control of, or acquire or increase a substantial
investment in,
|
|
|
|
(a) an entity referred to in any of paragraphs
(1)(a) to (j), unless
|
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|
|
(i) the company controls, within the
meaning of paragraph 3(1)(d), the entity,
or would thereby acquire control, within
the meaning of that paragraph, of the
entity, or
|
|
|
|
(ii) the company is permitted by
regulations made under paragraph 459(a)
to acquire or increase the substantial
investment;
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|
|
|
(b) an entity whose business includes one or
more of the activities referred to in
paragraph (2)(a) and that engages, as part of
its business, in any financial intermediary
activity that exposes the entity to material
market or credit risk, including a finance
entity, a factoring entity and a financial
leasing entity, unless
|
|
|
|
(i) the company controls, within the
meaning of paragraph 3(1)(d), the entity,
or would thereby acquire control, within
the meaning of that paragraph, of the
entity, or
|
|
|
|
(ii) the company is permitted by
regulations made under paragraph 459(a)
to acquire or increase the substantial
investment; or
|
|
|
|
(c) an entity whose business includes an
activity referred to in paragraph (2)(b),
including a specialized financing entity,
unless
|
|
|
|
(i) the company controls, within the
meaning of paragraph 3(1)(d), the entity,
or would thereby acquire control, within
the meaning of that paragraph, of the
entity,
|
|
|
|
(ii) the company is permitted by
regulations made under paragraph 459(a)
to acquire or increase the substantial
investment, or
|
|
|
|
(iii) subject to prescribed terms and
conditions, if any are prescribed, the
activities of the entity do not include the
acquisition or holding of control of, or the
acquisition or holding of shares or other
ownership interests in, an entity referred
to in paragraph (a) or (b) or an entity that
is not a permitted entity.
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