An Act to incorporate Continental Bank of Canada — C-38.5 10
Amalgamation 10 (1) IAC Limited and the Bank shall, within ten years after the coming into force of this Act, amalgamate in accordance with the Bank Act and, subject to subsections (4) to (6), the Bank after the amalgamation is subject in all respects to the Bank Act . Issue of shares (2) Notwithstanding section 110 of the Bank Act , the Bank resulting from the amalgamation under subsection (1) may issue its shares to the persons who were the registered owners of shares of IAC Limited immediately prior to the amalgamation. Application of certain provisions of the Bank Act (2.1) Subject to subsection (2.2), section 110.1 of the Bank Act applies to IAC Limited and in respect of the shares of IAC Limited. Exception (2.2) A person who immediately prior to the amalgamation under subsection (1) of this section was permitted by section 110.1 of the Bank Act to continue to hold or beneficially own shares of IAC Limited that but for subsection (2) of that section would be held or beneficially owned in contravention of paragraph (1)(a) of that section, may hold or beneficially own the shares issued to him under subsection (2) of this section after the amalgamation during the same period of time as he would have been permitted by subsection 110.1(2) of the Bank Act to continue to hold or beneficially own shares of IAC Limited had the amalgamation not occurred. Where Bank Act applies (3) Prior to an amalgamation under subsection (1), if there are no parties to the amalgamation other than IAC Limited, the Bank or any wholly owned subsidiary of either of them, the Governor in Council may, by order, prescribe that, notwithstanding any provision of the Bank Act , the proposed amalgamation agreement need not be submitted to the shareholders of IAC Limited. Outstanding indebtedness (4) Subject to subsection (6), if, when an amalgamation under subsection (1) takes effect, there is outstanding any indebtedness of IAC Limited, other that the debentures referred to in subsection (5), that is of a kind that the Bank is not permitted to incur under the Bank Act , then, notwithstanding the Bank Act , any such indebtedness incurred prior to October 28, 1975, remains outstanding after the amalgamation as indebtedness of the Bank and is binding upon and enforceable against the Bank in accordance with its terms, including any terms as to security. Exercise of rights of conversion (5) Subject to subsection (6), if (a) an amalgamation under subsection (1) takes effect prior to July 15, 1984, and (b) on the day when the amalgamation takes effect there are outstanding any debentures that carry rights of conversion into shares of IAC Limited to be issued on such conversion, then, notwithstanding the Bank Act , during the period from the day the amalgamation takes effect until July 15, 1984, the rights of conversion under any of those debentures that were issued prior to October 28, 1975 remain outstanding as rights of conversion into shares of the Bank and shares of the Bank may be validly issued during that period upon the exercise of the rights of conversion except that shares of the Bank may not be so issued to a person from whom a subscription for a share of the capital stock of the Bank could not, by reason of paragraphs 53(4)(a) or (b) or subsection 56(2) of the Bank Act , be accepted by the Bank. Application of subsections (4) and (5) (6) Subsections (4) and (5) apply to any indebtedness and any debentures referred to therein only if (a) the terms thereof do not permit the debtor, at its option, to discharge the indebtedness or the debentures prior to the amalgamation, whether or not the discharge would require payment by the debtor of a premium or bonus; and (b) the Minister of Finance consents to the application of those subsections to that indebtedness or those debentures upon submission to the Minister made by IAC Limited that it has attempted to arrive at alternative arrangements that would avoid the necessity of relying upon those subsections as t