Insurance Companies Act — I-11.8 2
e with section 8; ( intérêt substantiel ) society means a body corporate referred to in subsection 13(2) that is a fraternal benefit society; ( société de secours ) special resolution means a resolution passed by a majority of not less than two thirds of the votes cast by or on behalf of the shareholders and policyholders and, in the case of a fraternal benefit society, the members, who voted in respect of that resolution or signed by all the shareholders, policyholders and members entitled to vote on that resolution; ( résolution extraordinaire ) squeeze-out transaction means a transaction by a company that is not a distributing company, or an insurance holding company that is not a distributing insurance holding company, that requires an amendment to a by-law referred to in subsection 238(1) or 851(1), as the case may be, and that would directly or indirectly result in the interest of a holder of shares of a class of shares being terminated without their consent and without substituting an interest of equivalent value in shares that are issued by the following persons and have rights and privileges equal to or greater than those of the shares of the affected class: (a) in the case of a company, the company, and (b) in the case of an insurance holding company, the insurance holding company; ( transaction d’éviction ) subordinated indebtedness means an instrument evidencing an indebtedness of a company that by its terms provides that the indebtedness will, in the event of the insolvency or winding-up of the company, be subordinate in right of payment to all policy liabilities of the company and all other liabilities of the company except those other liabilities that, by their terms, rank equally with or are subordinate to such indebtedness; ( titre secondaire ) subsidiary means an entity that is a subsidiary of another entity within the meaning of section 5; ( filiale ) substantial investment means a substantial investment determined in accordance with section 10; ( intérêt de groupe financier ) Superintendent means the Superintendent of Financial Institutions appointed pursuant to the Office of the Superintendent of Financial Institutions Act ; ( surintendant ) total assets , in respect of a company, society, provincial company or insurance holding company, has the meaning given that expression by the regulations; ( actif total ) trade , in respect of securities, means any sale or disposition of securities for valuable consideration; ( opération ) transfer , in respect of securities, includes a transmission by operation of law; ( transfert ) voting share means a share of any class of shares of a body corporate carrying voting rights under all circumstances or by reason of an event that has occurred and is continuing or by reason of a condition that has been fulfilled; ( action avec droit de vote ) WTO Member resident means a WTO Member resident within the meaning of section 11.1. ( résident d’un membre de l’OMC ) Provincial company status (1.1) A company referred to in the definition provincial company in subsection (1) ceases to be a provincial company for the purposes of this Act if the order made by the Superintendent under subsection 657(1) approving the commencement and carrying on of business by the company is revoked. Policy loans (2) For greater certainty, any reference in this Act to a loan does not include, unless otherwise provided, a reference to an advance on the security or against the cash surrender value of a policy. Major shareholder (3) For the purposes of this Act, a person is a major shareholder of a body corporate if (a) the aggregate of the shares of any class of voting shares of the body corporate that are beneficially owned by the person and that are beneficially owned by any entities controlled by the person is more than 20 per cent of the outstanding shares of that class of voting shares of the body corporate; or (b) the aggregate of the shares of any class of non-voting shares of the body corporate