GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Mutual Property and Casualty Insurance Company with Non-mutual Policyholders Conversion Regulations — 9
Committee membership 9 (1) Any eligible policyholder may submit to counsel for the class of policyholders to which they belong, in the time and manner set out in the initial order, an application for membership on the policyholder committee for that class. Restrictions (2) Applicants must not have any interest that is in conflict with that of the eligible policyholders they seek to represent and must not be an officer, employee or related party of the converting company. Filing and service (3) Counsel must file with the court all applications received under subsection (1) and must serve on counsel for the other class of policyholders and on the converting company the names of the applicants from the class of policyholders they represent. Publication (4) The converting company must publish on its website the names of all applicants for membership on each policyholder committee. Objections (5) Any eligible policyholder or counsel for a class of policyholders may file, in the time and manner set out by the court in the initial order, an objection to the candidacy of a policyholder who has submitted an application for membership on a policyholder committee. Appointment (6) The court must appoint at least three and not more than nine eligible policyholders to be members of each policyholder committee and must notify the converting company and counsel for the class of policyholders represented by that committee of its decision following a hearing at which the court assesses the ability of each applicant to fairly and adequately represent the interests of the class of policyholders in question, including by taking into account their experience in negotiations and business and financial affairs and by having regard to any objections filed under subsection (5). Publication (7) The converting company must publish on its website the names of the members of each policyholder committee. Obligations of company in respect of policyholder committee members (8) In any legal proceeding, the converting company is bound to take up the interest for and assume the defence of any member of the policyholder committees for anything done or omitted to be done in good faith in the performance of their functions and, if applicable, indemnify that member. Duration of representation (9) The policyholder committees are disbanded on the day on which the notice referred to in subsection 14 (1) is sent or the day on which the conversion process is terminated, whichever is earlier.
Mutual Property and Casualty Insurance Company with Non-mutual Policyholders Conversion Regulations — 10
Provision of information 10 (1) A converting company must, subject to the Supervisory Information (Insurance Companies) Regulations and the Supervisory Information (Insurance Holding Companies) Regulations , provide to counsel for each class of policyholders whatever information or documents they reasonably require to facilitate the negotiations referred to in section 12 . Access to information and documents (2) Any information or document that the converting company provides to counsel for one class of policyholders must be provided to counsel for the other class. Confidentiality (3) The court may make orders respecting the confidentiality of information provided by the converting company and determine under what circumstances the information can be used or disclosed.
Mutual Property and Casualty Insurance Company with Non-mutual Policyholders Conversion Regulations — 11
Costs payable by converting company 11 (1) The court must determine, having regard to their reasonableness, the amounts payable by a converting company in relation to the negotiations referred to in section 12 , including the costs of counsel and any experts consulted by the policyholder committees, remuneration for policyholder committee members and reimbursement of their expenses for travel, accommodation and meals in respect of attendance at policyholder committee meetings. Payment (2) All amounts determined by the court must be paid by the converting company no later than the day on which it seeks the Superintendent’s authorization to send the notice referred to in paragraph 237(1.2)(a) of the Act or the day on which the conversion process is terminated under section 21 , whichever comes first, or on any other day that the court may set.
Mutual Property and Casualty Insurance Company with Non-mutual Policyholders Conversion Regulations — 12
Purpose of negotiations 12 (1) The policyholder committees, with the assistance of the counsel appointed by the court, must enter into negotiations to establish the method of allocating the value of the converting company and to determine whether any benefits will be provided to any persons or classes of persons — other than eligible policyholders — as a result of the conversion. Method of allocating value of converting company (2) The method of allocating the value of the converting company among eligible policyholders and, as the case may be, any persons or classes of persons — other than eligible policyholders — must be described in detail and set out (a) the basis on which any variable amount of benefits will be calculated; (b) any fixed, minimum or maximum amount of benefits to be provided to each of them; (c) the rationale for choosing the method of determining and allocating the benefits; and (d) the aggregate value of the benefits. Calculation of variable amount (3) The variable amount of benefits referred to in paragraph (2)(a) must, in respect of each eligible policyholder, be calculated having regard to at least the following factors: (a) their obligations, rights and benefits; (b) the premiums paid by them; (c) the length of time they have held a policy with the company; and (d) the historical growth of the company’s surplus account. Persons or classes of persons other than eligible policyholders (4) If benefits will be provided to any persons or classes of persons — other than eligible policyholders — as a result of the conversion, the policyholder committees must establish a list of those persons or classes of persons to whom benefits will be provided including, any persons or classes of persons suggested by the converting company and approved by the policyholder committees. Approval by policyholder committees (5) The method of allocating the value of the converting company and, if any, the list of persons or classes of persons — other than eligible policyholders — are considered approved by the two policyholder committees once at least two thirds of the members of each committee approve them.
Mutual Property and Casualty Insurance Company with Non-mutual Policyholders Conversion Regulations — 13
Contents of conversion proposal 13 (1) A converting company must develop a conversion proposal that includes (a) a report setting out the value of the converting company as estimated by the company and a description of the method used and any assumptions made in estimating that value; (b) the eligibility date; (c) the list of persons or classes of persons — other than eligible policyholders — approved under subsection 12 (5), if any; (d) a detailed description of the benefits to be provided to eligible policyholders and the persons or classes of persons referred to in paragraph (c); (e) the detailed description of the method approved under subsection 12 (5); (f) a description of the mechanisms proposed to effect an initial issuance of common shares or any other class of shares, including a copy of the proposed by-law authorizing the issuance of those shares; (g) if shares in the converted company are to be issued to a holding corporation, a description of the proposed activities of the holding corporation; (h) if shares have been issued and remain outstanding immediately prior to the effective date of the conversion, a statement describing how those shares will be converted into common shares following conversion; (i) if the benefits referred to in paragraph (d) include shares, a description of the measures to be taken by the converted company, in the two years following the effective date of the conversion, to assist the eligible policyholders and the persons or classes of persons referred to in paragraph (c) who receive the shares to sell those shares on a public market and to address any potential imbalances that may arise between the volume of shares offered for sale by them and the volume of shares sought for purchase by public market participants; (j) a description of how the measures referred to in paragraph (i) would be affected if the converted company were to issue additional shares in the two years following the effective date of the conversion; and (k) a statement that the directors of the converting company may terminate the conversion process at any time before letters patent of conversion are issued. Valuation day (2) The Superintendent is authorized to specify the day at which the value of a converting company must be estimated by the converting company.
Mutual Property and Casualty Insurance Company with Non-mutual Policyholders Conversion Regulations — 14
 detailed description of any significant transaction contemplated in relation to the conversion; (k) if the converted company is required under the laws of any jurisdiction in which it carries on business to file a prospectus in respect of its issuance of shares to eligible policyholders or the persons or classes of persons referred to in paragraph 13 (1)(c), a copy of that prospectus; (l) the proposed resolution to amend the company’s by-laws to permit all eligible non-mutual policyholders to vote on the conversion proposal; (m) the special resolutions referred to in subsection 237(1.5) of the Act to be proposed subsequently at a special meeting of eligible policyholders; (n) if shares in the converted company are to be issued to a holding corporation, a copy of the holding corporation’s existing or proposed incorporating instrument and by-laws; (o) the summaries referred to in paragraph 15 (h); and (p) the notice of the special meeting, as well as the information and documents referred to in section 15 and the form of proxy and any management proxy circular to be sent with the notice. Financial statement requirements (3) The financial statements referred to in paragraphs (2)(g) and (h) must be (a) prepared in accordance with the accounting principles referred to in subsection 331(4) of the Act; and (b) accompanied by a report of the chief financial officer of the converting company stating that the financial statements have not been audited but have been prepared in accordance with the accounting principles referred to in subsection 331(4) of the Act. Decision to authorize (4) In deciding whether to authorize the sending of the notice, the Superintendent must consider the information and documents submitted under subsection (2) and may consider any additional information or documents relating to the converting company or any aspect of the conversion proposal. Deadline (5) The conversion proposal and the opinions referred to in paragraph (2)(b) must be submitted no later than one year after the day on which the court appoints the members of the policyholder committees. Conditions of authorization (6) As a condition of authorizing the sending of the notice, the Superintendent may require (a) that any information that the Superintendent considers appropriate, in addition to that required under section 15 , be sent with the notice; and (b) that the converting company (i) hold one or more information sessions for the eligible mutual policyholders prior to the holding of the special meeting, for which the rules may be set by the Superintendent, and (ii) take any other measures that the Superintendent considers appropriate to assist the eligible mutual policyholders in forming a reasoned judgment on the special resolution.
Mutual Property and Casualty Insurance Company with Non-mutual Policyholders Conversion Regulations — 15
ection 24 ; (t) a description of any measures, including the establishment of toll-free lines and websites, the holding of information sessions, and the placement of advertisements in widely circulated publications, that the converting company will take before holding a special meeting referred to in subsection 237(1.1) of the Act to provide eligible policyholders with information about the proposed conversion and an opportunity to raise questions or concerns about the proposed conversion; (u) a description of the measures that the converting company will take to encourage eligible policyholders to vote on the conversion proposal, in person or by proxy, at the special meeting referred to in subsection 237(1.1) of the Act; (v) an indication of the eligible mutual policyholders’ right under section 164.01 of the Act to appoint a proxyholder to attend and act at the special meeting on their behalf; and (w) any other information that the Superintendent has required under paragraph 14 (6)(a).
Mutual Property and Casualty Insurance Company with Non-mutual Policyholders Conversion Regulations — 16
g to the converting company or any aspect of the conversion proposal. Conditions of authorization (6) As a condition of authorizing the sending of the notice, the Superintendent may require (a) that any information that the Superintendent considers appropriate, in addition to that required under section 17 , be sent with the notice; and (b) that the converting company (i) hold one or more information sessions for the eligible policyholders prior to the holding of the special meeting, for which the rules may be set by the Superintendent, and (ii) take any other measures that the Superintendent considers appropriate to assist the eligible policyholders in forming a reasoned judgment on the conversion proposal.
Mutual Property and Casualty Insurance Company with Non-mutual Policyholders Conversion Regulations — 17
he establishment of toll-free lines and websites, the holding of information sessions, and the placement of advertisements in widely circulated publications, that the converting company has taken or will take before holding the special meeting to provide eligible policyholders with information about the proposed conversion and an opportunity to raise questions or concerns about the proposed conversion; (u) a description of the measures that the converting company has taken or will take to encourage eligible policyholders to vote on the conversion proposal, in person or by proxy, at the special meeting; (v) an indication of the eligible policyholders’ right under section 164.01 of the Act to appoint a proxyholder to attend and act at the special meeting on their behalf; and (w) any other information that the Superintendent has required under paragraph 16 (6)(a).
Mutual Property and Casualty Insurance Company with Non-mutual Policyholders Conversion Regulations — 18
Notice to policyholders 18 Within 30 days after the approval of a conversion proposal by the eligible policyholders, the directors of a converting company must send a notice to all of its policyholders informing them of the approval and indicating the company’s intention to make an application under section 19 .
Mutual Property and Casualty Insurance Company with Non-mutual Policyholders Conversion Regulations — 19
Application to Minister 19 Within three months after the approval of a conversion proposal by the eligible policyholders, the directors of a converting company must make an application referred to in subsection 237(1) of the Act.
Mutual Property and Casualty Insurance Company with Non-mutual Policyholders Conversion Regulations — 20
Contents of application 20 (1) An application referred to in subsection 237(1) of the Act must be submitted to the Superintendent and must include (a) the conversion proposal; (b) the documents referred to in paragraphs 14 (2)(b) to (f) and 16 (2)(a) to (d), (i) and (j), other than those that are subject to an exemption under section 22 ; (c) the notice referred to in paragraph 237(1.2)(a) of the Act and the documents sent with that notice; (d) the proposed letters patent of conversion and any by-laws, amendments to by-laws or repeals of by-laws that are necessary to implement the conversion proposal; and (e) the special resolutions of the eligible policyholders referred to in subsection 237(1.5) of the Act, accompanied by a certificate issued by the converting company indicating the results of the votes held in respect of those resolutions. Information and documents already submitted (2) The converting company is not required to resubmit to the Superintendent any information or document referred to in subsection (1) that is unchanged from that submitted to the Superintendent under subsection 14 (2) or 16 (2). Additional information (3) The Superintendent may request any additional information that he or she considers necessary to make a recommendation to the Minister for the purpose of subsection 237(1) of the Act.
Mutual Property and Casualty Insurance Company with Non-mutual Policyholders Conversion Regulations — 21
Resolution 21 (1) The directors of a converting company may pass a resolution terminating the conversion process at any time before the letters patent of conversion are issued. Failure to meet deadlines (2) The conversion process is terminated if the required documents are not submitted to the Superintendent within the time limit set out in subsection 14 (5) or if no notice referred to in paragraph 237(1.2)(a) of the Act is sent within one year after the day on which the Superintendent authorizes its sending.
Mutual Property and Casualty Insurance Company with Non-mutual Policyholders Conversion Regulations — 22
Exemption 22 The Superintendent may exempt a converting company from any of the requirements of paragraphs 14 (2)(d) to (i), subsection 14 (5) and paragraphs 15 (g), (l) and (r), 16 (2)(a) to (c) and 17 (g), (l) and (r), on such terms and conditions as he or she considers appropriate.
Mutual Property and Casualty Insurance Company with Non-mutual Policyholders Conversion Regulations — 23
Compensation to directors, officers or employees 23 (1) A converting company or converted company must not pay any fee, compensation or other consideration in relation to the conversion of the company to any director, officer or employee of the company, other than (a) the regular compensation provided to the person in that person’s capacity as a director, officer or employee of the company; and (b) any benefits provided to eligible policyholders or the persons or classes of persons referred to in paragraph 13 (1)(c) as a result of a conversion. Contracts for services (2) A converting company or converted company must not pay any fee, compensation or other consideration under a contract for services in relation to the conversion of the company to an entity with which a director, an officer or an employee of the company is associated in any way unless the terms and conditions of that contract are at least as favourable to the company as market terms and conditions, as defined in subsection 534(2) of the Act.
Mutual Property and Casualty Insurance Company with Non-mutual Policyholders Conversion Regulations — 24
Issuance of shares 24 A converted company must not, prior to the listing of its shares on a recognized stock exchange in Canada and for a period of one year after that listing, issue or provide shares, share options or rights to acquire shares to the following persons, other than shares issued to eligible policyholders or the persons or classes of persons referred to in paragraph 13 (1)(c) as a result of a conversion: (a) any director, officer or employee of the company; or (b) any person who was a director, officer or employee of the converted company during the year preceding the day on which the conversion takes effect.
Mutual Property and Casualty Insurance Company with Non-mutual Policyholders Conversion Regulations — 25
Acquisition 25 (1) During a company’s first four years as a converted company, the Minister may only give an approval under subsection 407(1) of the Act in respect of the company if (a) the proposed acquisition would not result in the converted company having a major shareholder; or (b) the Minister is of the opinion that the converted company is, or is about to be, in financial difficulty and that the proposed acquisition would facilitate an improvement in its financial condition. Restriction (2) A body corporate that holds all of the voting shares of a converted company and makes an application under paragraph 39(1)(b) of the Act must, for the duration of the four-year period, include in that body corporate’s incorporating instrument a provision that restricts the issue, transfer or ownership of that body corporate’s shares, of any class or series, so as to prevent that body corporate from having a major shareholder. Removal of provision (3) Despite subsection (2), the body corporate may amend its incorporating instrument to remove the provision included in it under that subsection, if the Minister has given an approval under paragraph (1)(b). SOR/2022-276, s. 2
Mutual Property and Casualty Insurance Company with Non-mutual Policyholders Conversion Regulations — Publication
Publication * 26 These Regulations come into force on the day on which they are published in the Canada Gazette , Part II. * [Note: Regulations in force July 1, 2015.]
Hazardous Products Regulations — Hazardous Products Regulations
Whereas, pursuant to section 19 a of the Hazardous Products Act b , the Minister of Health has consulted with the government of each province and with the organizations representative of workers, organizations representative of employers and organizations representative of suppliers that the Minister considers appropriate;
Hazardous Products Regulations — Hazardous Products Regulations
Therefore, His Excellency the Governor General in Council, on the recommendation of the Minister of Health, pursuant to subsection 15(1) c of the Hazardous Products Act b , makes the annexed Hazardous Products Regulations .
Hazardous Products Regulations — Hazardous Products Regulations
Act means the Hazardous Products Act . ( Loi )
Hazardous Products Regulations — Hazardous Products Regulations
aerosol dispenser means a non-refillable receptacle made of metal, glass or plastic and containing a gas that is compressed, liquefied or dissolved under pressure, with or without a liquid, foam, mousse, paste, gel or powder, and fitted with a release device allowing the contents to be ejected in the form of solid or liquid particles in suspension in a gas, as a foam, mousse, paste, gel or powder or in a liquid or gaseous state. ( générateur d’aérosol )
Hazardous Products Regulations — Hazardous Products Regulations
ATE means an acute toxicity estimate, and includes the LD 50 and the LC 50 , and the acute toxicity point estimate determined in accordance with the table to section 8.1.7. ( ETA )
Hazardous Products Regulations — Hazardous Products Regulations
CAS registry number means the identification number assigned to a chemical by the Chemical Abstracts Service, a division of the American Chemical Society. ( numéro d’enregistrement CAS )
Hazardous Products Regulations — Hazardous Products Regulations
chemical name means a scientific designation of a material or substance that is made in accordance with the rules of nomenclature of either the Chemical Abstracts Service, a division of the American Chemical Society, or the International Union of Pure and Applied Chemistry, or a scientific designation of a material or substance that is internationally recognized and that clearly identifies the material or substance. ( dénomination chimique )
Hazardous Products Regulations — Hazardous Products Regulations
flash point means the lowest temperature, corrected to the standard pressure of 101.3 kPa, at which the application of an ignition source causes the vapours of a liquid to ignite. ( point d’éclair )
Hazardous Products Regulations — (a)
gas means a mixture or substance that (a) at 50°C has an absolute vapour pressure of greater than 300 kPa; or (b) is completely gaseous at 20°C and at the standard pressure of 101.3 kPa. ( gaz )