1 (1) In this Act, “adviser” means a person or company engaging in or holding himself, herself or itself out as engaging in the business of advising others as to the investing in or the buying or selling of securities; (“conseiller”) “alternative trading system” means a marketplace that, (a) is not a recognized quotation and trade reporting system or a recognized exchange, (b) does not require an issuer to enter into an agreement to have its securities traded on the marketplace, (c) does not provide, directly or through one or more subscribers, a guarantee of a two-sided market for a security or derivative on a continuous or reasonably continuous basis, (d) does not set requirements governing the conduct of subscribers, other than conduct in respect of the trading by those subscribers on the marketplace, and (e) does not discipline subscribers other than by exclusion from participation in the marketplace; (“système de négociation parallèle”) “associate”, where used to indicate a relationship with any person or company, means, (a) any company of which such person or company beneficially owns, directly or indirectly, voting securities carrying more than 10 per cent of the voting rights attached to all voting securities of the company for the time being outstanding, (a.1)  Repealed: 2015, c. 38, Sched. 18, s. 1 (2). (b) any partner of that person or company, (c) any trust or estate in which such person or company has a substantial beneficial interest or as to which such person or company serves as trustee or in a similar capacity, (d) any relative of that person who resides in the same home as that person, (e) any person who resides in the same home as that person and to whom that person is married or with whom that person is living in a conjugal relationship outside marriage, or (f) any relative of a person mentioned in clause (e) who has the same home as that person; (“personne qui a un lien”) “benchmark” means a price, estimate, rate, index or value that is, (a) determined, from time to time, by reference to an assessment of one or more underlying interests, (b) made available to the public, either free of charge or on payment, and (c) used for reference for any purpose, including, (i) determining the interest payable, or other sums that are due, under a contract, derivative, instrument or security, (ii) determining the value of a contract, derivative, instrument or security or the price at which it may be traded, (iii) measuring the performance of a contract, derivative, investment fund, instrument or security, or (iv) any other use by an investment fund; (“indice de référence”) “benchmark administrator” means a person or company that administers a benchmark; (“administrateur d’indice de référence”) “benchmark contributor” means a person or company that engages or participates in the provision of information for use by a benchmark administrator for the purpose of determining a benchmark, including a person or company subject to a decision under section 24.2; (“contributeur à un indice de référence”) “benchmark user” means a person or company that, in relation to a contract, derivative, investment fund, instrument or security, uses a benchmark; (“utilisateur d’indice de référence”) “Capital Markets Tribunal” means the Capital Markets Tribunal established under section 25 of the Securities Commission Act, 2021; (“Tribunal des marchés financiers”) “Chief Adjudicator” means the Chief Adjudicator of the Capital Markets Tribunal; (“arbitre en chef”) “chief compliance officer” means, in respect of a registrant that is a registered dealer, registered adviser or registered investment fund manager, an individual designated by the registrant, (a) to establish and maintain policies and procedures to assess, monitor and report on the registrant’s compliance with Ontario securities law, and (b) to fulfill such other compliance functions as may be prescribed by the regulations; (“chef de la conformité”) “clearing agency” means, (a) with respect to securities, a person or company that, (i) acts as an intermediary in paying funds or delivering securities, or both, in connection with trades and other transactions in securities, (ii) provides centralized facilities for the clearing of trades and other transactions in securities, including facilities for comparing data respecting the terms of settlement of a trade or transaction, or (iii) provides centralized facilities as a depository of securities, but does not include, (iv) the Canadian Payments Association or its successors, (v) an exchange or a quotation and trade reporting system, (vi) a registered dealer, or (vii) a bank, trust company, loan corporation, insurance company, treasury branch or credit union that, in the normal course of its authorized business in Canada, engages in an activity described in subclause (a) (i), but does not also engage in an activity described in subclause (a) (ii) or (iii), and Note: On a day to be named by proclamation of the Lieutenant Governor, subclauses (a) (iv) to (vii) of the definition of “clearing agency” in subsection 1 (1) of the Act are repealed and the following substituted: (See: 2017, c. 8, Sched. 28, s. 1 (1)) (iv) the Canadian Payments Association or its successors or any other person or company that operates a system or arrangement for the clearing or settlement of payment obligations or payment messages but that does not also clear or settle securities or derivatives transactions, (v) a marketplace if its clearing function is limited to the provision of centralized facilities for comparing data respecting the terms of settlement of a trade or transaction, or (vi) a registered dealer, bank, trust company, loan corporation, insurance company, treasury branch, credit union or caisse populaire that, in the normal course of its authorized business in Canada, engages in an activity described in subclause (a) (i), but does not also engage in an activity described in subclause (a) (ii) or (iii), and (b) with respect to derivatives, a person or company that provides centralized facilities for the clearing and settlement of trades in derivatives that, with respect to a contract, instrument or transaction, (i) enables each party to the contract, instrument or transaction to substitute, through novation or otherwise, the credit of the clearing agency for the credit of the parties, (ii) arranges or provides, on a multilateral basis, for the settlement or netting of obligations resulting from such contracts, instruments or transactions executed by participants in the clearing agency, or (iii) otherwise provides clearing services or arrangements that mutualize or transfer among participants in the clearing agency the credit risk arising from such contracts, instruments or transactions executed by the participants, but does not include a person or company solely because the person or company arranges or provides for, (iv) settlement, netting or novation of obligations resulting from agreements, contracts or transactions on a bilateral basis and without a central counterparty, (v) settlement or netting of cash payments through the Automated Clearing Settlement System or the Large Value Transfer System, or (vi) settlement, netting or novation of obligations resulting from a sale of a commodity in a transaction in the spot market; (“agence de compensation”) “Commission” means the Ontario Securities Commission continued under the Securities Commission Act, 2021; (“Commission”) “company” means any corporation, incorporated association, incorporated syndicate or other incorporated organization; (“compagnie”) “contract” includes a trust agreement, declaration of trust or other similar instrument; (“contrat”) “contractual plan” means any contract or other arrangement for the purchase of shares or units of a mutual fund by payments over a specified period or by a specified number of payments where the amount deducted from any one of the payments as sales charges is larger than the amount that would have been deducted from such payment for sales charges if deductions had been made from each payment at a constant rate for the duration of the plan; (“plan à versements périodiques”) “control person” means, (a) a person or company who holds a sufficient number of the voting rights attached to all outstanding voting securities of an issuer to affect materially the control of the issuer, and, if a person or company holds more than 20 per cent of the voting rights attached to all outstanding voting securities of an issuer, the person or company is deemed, in the absence of evidence to the contrary, to hold a sufficient number of the voting rights to affect materially the control of the issuer, or (b) each person or company in a combination of persons or companies, acting in concert by virtue of an agreement, arrangement, commitment or understanding, which holds in total a sufficient number of the voting rights attached to all outstanding voting securities of an issuer to affect materially the control of the issuer, and, if a combination of persons or companies holds more than 20 per cent of the voting rights attached to all outstanding voting securities of an issuer, the combination of persons or companies is deemed, in the absence of evidence to the contrary, to hold a sufficient number of the voting rights to affect materially the control of the issuer; (“personne qui a le contrôle”) “credit rating” means an assessment that is publicly disclosed or distributed by subscription concerning the creditworthiness of an issuer, (a) as an entity, or (b) with respect to specific securities or a specific pool of securities or assets; (“notation”) “credit rating organization” means a person or company that issues credit ratings; (“organisme de notation”) “dealer” means, except for the purposes described in subsection (1.2), a person or company engaging in or holding himself, herself or itself out as engaging in the business of trading in securities as principal or agent; (“courtier”) “debt security” means a bond, debenture, note or similar instrument representing indebtedness, whether secured or unsecured; (“titre de créance”) “decision” means, in respect of a decision of the Commission, the Tribunal or a Director, a direction, decision, order, ruling or other requirement made under a power or right conferred by this Act or the regulations; (“décision”) “derivative” means an option, swap, futures contract, forward contract or other financial or commodity contract or instrument whose market price, value, delivery obligations, payment obligations or settlement obligations are derived from, referenced to or based on an underlying interest (including a value, price, rate, variable, index, event, probability or thing), but does not include, (a) a commodity futures contract as defined in subsection 1 (1) of the Commodity Futures Act, (b) a commodity futures option as defined in subsection 1 (1) of the Commodity Futures Act, (c) a contract or instrument that, by reason of an order of the Commission under subsection (10), is not a derivative, or (d) a contract or instrument in a class of contracts or instruments prescribed by the regulations not to be derivatives; (“produit dérivé”) “designated benchmark” means a benchmark that is designated by the Commission under section 24.1; (“indice de référence désigné”) “designated benchmark administrator” means a benchmark administrator that is designated by the Commission under section 24.1 in respect of a designated benchmark; (“administrateur d’indice de référence désigné”) “designated credit rating organization” means a credit rating organization that is designated by the Commission under Part IX; (“organisme de notation désigné”) “designated derivative” means a derivative, (a) that, by reason of an order of the Commission under subsection (11), is a designated derivative, or (b) that belongs to a class of derivatives prescribed by the regulations; (“produit dérivé désigné”) “designated information processor” means an information processor that is designated by the Commission under section 21.2.3; (“agence désignée de traitement de l’information”) “designated trade repository” means a trade repository that is designated by the Commission under section 21.2.2; (“répertoire des opérations désigné”) “Director” means the Chief Executive Officer of the Commission, the Executive Director of the Commission, a Director or Deputy Director of the Commission or a person employed by the Commission in a position designated by the Chief Executive Officer of the Commission for the purpose of this definition; (“directeur”) “director” means a director of a company or an individual performing a similar function or occupying a similar position for any person; (“administrateur”) “distribution”, where used in relation to trading in securities, means, (a) a trade in securities of an issuer that have not been previously issued, (b) a trade by or on behalf of an issuer in previously issued securities of that issuer that have been redeemed or purchased by or donated to that issuer, (c) a trade in previously issued securities of an issuer from the holdings of any control person, (d) a trade by or on behalf of an underwriter in securities which were acquired by that underwriter, acting as underwriter, prior to the 15th day of September, 1979 if those securities continued on that date to be owned by or for that underwriter, so acting, (e) a trade by or on behalf of an underwriter in securities which were acquired by that underwriter, acting as underwriter, within eighteen months after the 15th day of September, 1979, if the trade took place during that eighteen months, and (f) any trade that is a distribution under the regulations, and also includes any transaction or series of transactions involving a purchase and sale or a repurchase and resale in the course of or incidental to a distribution and “distribute”, “distributed” and “distributing” have a corresponding meaning; (“placement”, “placer”, “placé”) “distribution company” means a person or company distributing securities under a distribution contract; (“compagnie de placement”) “distribution contract” means a contract between an investment fund or its trustees or other legal representative and a person or company under which that person or company is granted the right to purchase the shares or units of the investment fund for distribution or to distribute the shares or units of the investment fund on behalf of the investment fund; (“contrat de placement”) “distribution to the public”, where used in relation to trading in securities, means a distribution that is made for the purpose of distributing to the public securities issued by an issuer, whether such trades are made directly or indirectly to the public through an underwriter or otherwise; (“placement dans le public”) “economic exposure” in relation to a reporting issuer means the extent to which the economic or financial interests of a person or company are aligned with the trading price of securities of the reporting issuer or the economic or financial interests of the reporting issuer; (“risque financier”) “economic interest in a security” means, (a) a right to receive or the opportunity to participate in a reward, benefit or return from a security, or (b) an exposure to a loss or a risk of loss in respect of a security; (“intérêt financier dans une valeur mobilière”) “form of proxy” means a written or printed form that, upon completion and execution by or on behalf of a security holder, becomes a proxy; (“formule de procuration”) “forward-looking information” means disclosure regarding possible events, conditions or financial performance that is based on assumptions about future economic conditions and courses of action and includes future oriented financial information with respect to prospective financial performance, financial position or cash flows that is presented either as a forecast or a projection; (“information prospective”) “individual” means a natural person, but does not include a partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, or a natural person in his or her capacity as trustee, executor, administrator or other legal personal representative; (“particulier”) “information processor” means a person or company that receives and provides information related to orders for and trades of securities; (“agence de traitement de l’information”) “insider” means, (a) a director or officer of a reporting issuer, (b) a director or officer of a person or company that is itself an insider or subsidiary of a reporting issuer, (c) a person or company that has, (i) beneficial ownership of, or control or direction over, directly or indirectly, securities of a reporting issuer carrying more than 10 per cent of the voting rights attached to all the reporting issuer’s outstanding voting securities, excluding, for the purpose of the calculation of the percentage held, any securities held by the person or company as underwriter in the course of a distribution, or (ii) a combination of beneficial ownership of, and control or direction over, directly or indirectly, securities of a reporting issuer carrying more than 10 per cent of the voting rights attached to all the reporting issuer’s outstanding voting securities, excluding, for the purpose of the calculation of the percentage held, any securities held by the person or company as underwriter in the course of a distribution, (d) a reporting issuer that has purchased, redeemed or otherwise acquired a security of its own issue, for so long as it continues to hold that security, (e) a person or company designated as an insider in an order made under subsection (11), (f) a person or company that is in a class of persons or companies designated under subparagraph 40 v of subsection 143 (1); (“initié”) “investment fund” means a mutual fund or a non-redeemable investment fund; (“fonds d’investissement”) “investment fund manager” means a person or company that directs the business, operations or affairs of an investment fund; (“gestionnaire de fonds d’investissement”) “issuer” means a person or company who has outstanding, issues or proposes to issue, a security; (“émetteur”) “management company” means a person or company who provides investment advice, under a management contract; (“compagnie de gestion”) “management contract” means a contract under which an investment fund is provided with investment advice, alone or together with administrative or management services, for valuable consideration; (“contrat de gestion”) “market participant” means, (a) a registrant, (b) a person or company exempted from the requirement to be registered under this Act, (c) a reporting issuer, (c.1) a person or company that has issued securities to a registrant or through a registrant acting as agent, (c.2) a director, officer or promoter of a person or company described in clause (c) or (c.1), (d) a manager or custodian of assets, shares or units of an investment fund, (e) a recognized clearing agency, (f) a recognized commodity futures exchange, (g) a recognized exchange, (h) a recognized quotation and trade reporting system, (i) a recognized self-regulatory organization, (i.1) a person or company that is exempt from the requirement under section 21, 21.1, 21.2 or 21.2.1 to be recognized by the Commission, (i.2) a designated benchmark administrator, (i.3) a person or company that engages or participates in the provision of information for use by a benchmark administrator for the purpose of determining a designated benchmark, (j) a designated credit rating organization, (k) a designated trade repository, (k.1) a designated information processor, (l) a transfer agent for securities of an issuer, (m) a registrar for securities of an issuer, (n) the Canadian Investor Protection Fund, (o) the Ontario Contingency Trust Fund, (o.1) the MFDA Investor Protection Corporation, (p) the general partner of a market participant, or (q) any other person or company or member of a class of persons or companies prescribed by the regulations; (“participant au marché”) “marketplace” means any of the following, but does not include an inter-dealer bond broker: 1. An exchange. 2. A quotation and trade reporting system. 3. A person or company not included in paragraph 1 or 2 that, i. constitutes, maintains or provides a market or facility for bringing together buyers and sellers of securities or derivatives, ii. brings together the orders for securities or derivatives of multiple buyers and sellers, and iii. uses established non-discretionary methods under which the orders interact with each other, and the buyers and sellers entering the orders agree to the terms of a trade. 4. With respect to securities, a dealer who executes a trade of an exchange-traded security outside a marketplace described in paragraph 1, 2 or 3; (“marché”) “material change”, (a) when used in relation to an issuer other than an investment fund, means, (i) a change in the business, operations or capital of the issuer that would reasonably be expected to have a significant effect on the market price or value of any of the securities of the issuer, or (ii) a decision to implement a change referred to in subclause (i) made by the board of directors or other persons acting in a similar capacity or by senior management of the issuer who believe that confirmation of the decision by the board of directors or such other persons acting in a similar capacity is probable, and (b) when used in relation to an issuer that is an investment fund, means, (i) a change in the business, operations or affairs of the issuer that would be considered important by a reasonable investor in determining whether to purchase or continue to hold securities of the issuer, or (ii) a decision to implement a change referred to in subclause (i) made, (A) by the board of directors of the issuer or the board of directors of the investment fund manager of the issuer or other persons acting in a similar capacity, (B) by senior management of the issuer who believe that confirmation of the decision by the board of directors or such other persons acting in a similar capacity is probable, or (C) by senior management of the investment fund manager of the issuer who believe that confirmation of the decision by the board of directors of the investment fund manager of the issuer or such other persons acting in a similar capacity is probable; (“changement important”) “material fact”, when used in relation to securities issued or proposed to be issued, means a fact that would reasonably be expected to have a significant effect on the market price or value of the securities; (“fait important”) “Minister” means the Minister of Finance or such other member of the Executive Council to whom the administration of this Act may be assigned; (“ministre”) “misrepresentation” means, (a) an untrue statement of material fact, or (b) an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in the light of the circumstances in which it was made; (“présentation inexacte des faits”) “mutual fund” means an issuer whose primary purpose is to invest money provided by its security holders and whose securities entitle the holder 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 part of the net assets, including a separate fund or trust account, of the issuer; (“fonds mutuel”) “mutual fund in Ontario” means a mutual fund that is a reporting issuer or that is organized under the laws of Ontario, but does not include a private mutual fund; (“fonds mutuel de l’Ontario”) “non-redeemable investment fund” means an issuer, (a) whose primary purpose is to invest money provided by its security holders, (b) that does not invest, (i) for the purpose of exercising or seeking to exercise control of an issuer, other than an issuer that is a mutual fund or a non-redeemable investment fund, or (ii)  for the purpose of being actively involved in the management of any issuer in which it invests, other than an issuer that is a mutual fund or a non-redeemable investment fund, and (c) that is not a mutual fund; (“fonds d’investissement à capital fixe”) “offering memorandum” means a document, together with any amendments to that document, purporting to describe the business and affairs of an issuer that has been prepared primarily for delivery to and review by a prospective purchaser so as to assist the prospective purchaser to make an investment decision in respect of securities being sold in a distribution to which section 53 would apply but for the availability of one or more of the exemptions contained in Ontario securities law, but does not include a document setting out current information about an issuer for the benefit of a prospective purchaser familiar with the issuer through prior investment or business contacts; (“notice d’offre”) “officer”, with respect to an issuer or registrant, means, (a) a chair or vice-chair of the board of directors, a chief executive officer, a chief operating officer, a chief financial officer, a president, a vice-president, a secretary, an assistant secretary, a treasurer, an assistant treasurer and a general manager, (b) every individual who is designated as an officer under a by-law or similar authority of the registrant or issuer, and (c) every individual who performs functions similar to those normally performed by an individual referred to in clause (a) or (b); (“dirigeant”) “Ontario securities law” means, (a) this Act, (b) the regulations, and (c) in respect of a person or company, a decision of the Commission, the Tribunal or a Director to which the person or company is subject; (“droit ontarien des valeurs mobilières”) “person” means an individual, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, trustee, executor, administrator, or other legal representative; (“personne”) “portfolio securities”, where used in relation to a mutual fund, means securities held or proposed to be purchased by the mutual fund; (“valeurs de portefeuille”) “private company” means a company in whose constating document, (a) the right to transfer its shares is restricted, (b) the number of its shareholders, exclusive of persons who are in its employment and exclusive of persons who, having been formerly in the employment of the company, were, while in that employment, and have continued after termination of that employment to be, shareholders of the company, is limited to not more than fifty, two or more persons who are the joint registered owners of one or more shares being counted as one shareholder, and (c) any invitation to the public to subscribe for its securities is prohibited; (“compagnie fermée”) “private mutual fund” means a mutual fund that is, (a) operated as an investment club, where, (i) its shares or units are held by not more than fifty persons and its indebtedness has never been offered to the public, (ii) it does not pay or give any remuneration for investment advice or in respect of trades in securities, except normal brokerage fees, and (iii) all of its members are required to make contributions in proportion to the shares or units each holds for the purpose of financing its operations, or (b) administered by a trust corporation registered under the Loan and Trust Corporations Act and consists of a common trust fund as defined in section 1 of that Act; (“fonds mutuel fermé”) “promoter” means, (a) a person or company who, acting alone or in conjunction with one or more other persons, companies or a combination thereof, directly or indirectly, takes the initiative in founding, organizing or substantially reorganizing the business of an issuer, or (b) a person or company who, in connection with the founding, organizing or substantial reorganizing of the business of an issuer, directly or indirectly, receives in consideration of services or property, or both services and property, 10 per cent or more of any class of securities of the issuer or 10 per cent or more of the proceeds from the sale of any class of securities of a particular issue, but a person or company who receives such securities or proceeds either solely as underwriting commissions or solely in consideration of property shall not be deemed a promoter within the meaning of this definition if such person or company does not otherwise take part in founding, organizing, or substantially reorganizing the business; (“promoteur”) “proxy” means a completed and executed form of proxy by means of which a security holder has appointed a person or company as the security holder’s nominee to attend and act for and on the security holder’s behalf at a meeting of security holders; (“procuration”) “published market” means, with respect to a class of securities, a market in Canada or outside of Canada on which the securities are traded, if the prices at which they have been traded on that market are regularly, (a) disseminated electronically, or (b) published in a newspaper or business or financial publication of general and regular paid circulation; (“marché organisé”) “quotation and trade reporting system” means a person or company that operates facilities that permit the dissemination of price quotations for the purchase and sale of securities and reports of completed transactions in securities for the exclusive use of registered dealers, but does not include an exchange or a registered dealer; (“système de cotation et de déclaration des opérations”) “recognized clearing agency” means a clearing agency recognized by the Commission under section 21.2; (“agence de compensation reconnue”) “recognized commodity futures exchange” means a person or company that is registered or recognized by the Commission as a commodity futures exchange under the Commodity Futures Act or that is exempted from the requirement to be registered or recognized by order of the Commission; (“Bourse reconnue de contrats à terme sur marchandises”) “recognized exchange” means a person or company recognized by the Commission under section 21; (“bourse reconnue”) “recognized quotation and trade reporting system” means a quotation and trade reporting system recognized by the Commission under section 21.2.1; (“système reconnu de cotation et de déclaration des opérations”) “recognized self-regulatory organization” means a self-regulatory organization recognized by the Commission under section 21.1 or recognized as a self-regulatory body by the Commission under the Commodity Futures Act; (“organisme d’autoréglementation reconnu”) “registrant” means a person or company registered or required to be registered under this Act; (“personne ou compagnie inscrite”) “regulations” means the regulations made under this Act and, unless the context otherwise indicates, includes the rules; (“règlements”) “related derivative” means, with respect to a security, a derivative that is related to the security because the derivative’s market price, value, delivery obligations, payment obligations or settlement obligations are, in a material way, derived from, referenced to or based on the market price, value, delivery obligations, payment obligations or settlement obligations of the security; (“produit dérivé connexe”) “related financial instrument” means an agreement, arrangement or understanding to which an insider of a reporting issuer is a party, the effect of which is to alter, directly or indirectly, the insider’s, (a) economic interest in a security of the reporting issuer, or (b) economic exposure to the reporting issuer; (“instrument financier connexe”) “reporting issuer” means an issuer, (a) that has issued voting securities on or after the 1st day of May, 1967 in respect of which a prospectus was filed and a receipt therefor obtained under a predecessor of this Act or in respect of which a securities exchange take-over bid circular was filed under a predecessor of this Act, (b) that has filed a prospectus and for which the Director has issued a receipt under this Act, (b.1) that has filed a securities exchange take-over bid circular under this Act before December 14, 1999, (c) any of whose securities have been at any time since the 15th day of September, 1979 listed and posted for trading on any exchange in Ontario recognized by the Commission, regardless of when such listing and posting for trading commenced, (d) to which the Business Corporations Act applies and which, for the purposes of that Act, is offering its securities to the public, (e) that is the company whose existence continues following the exchange of securities of a company by or for the account of such company with another company or the holders of the securities of that other company in connection with, (i) a statutory amalgamation or arrangement, or (ii) a statutory procedure under which one company takes title to the assets of the other company that in turn loses its existence by operation of law, or under which the existing companies merge into a new company, where one of the amalgamating or merged companies or the continuing company has been a reporting issuer for at least twelve months, or (f) that is designated as a reporting issuer in an order made under subsection 1 (11); (“émetteur assujetti”) “representative” means, (a) in respect of a registered dealer, an individual who trades securities on behalf of the dealer, whether or not the individual is employed by the dealer, or (b) in respect of a registered adviser, an individual who provides advice on behalf of the adviser with respect to investing in, buying or selling securities, whether or not the individual is employed by the adviser; (“représentant”) “rules” means the rules made under section 143; (“règles”) “security” includes, (a) any document, instrument or writing commonly known as a security, (b) any document constituting evidence of title to or interest in the capital, assets, property, profits, earnings or royalties of any person or company, (c) any document constituting evidence of an interest in an association of legatees or heirs, (d) any document constituting evidence of an option, subscription or other interest in or to a security, (e) a bond, debenture, note or other evidence of indebtedness or a share, stock, unit, unit certificate, participation certificate, certificate of share or interest, preorganization certificate or subscription other than, (i) a contract of insurance issued by an insurance company licensed under the Insurance Act, and (ii) evidence of a deposit issued by a bank listed in Schedule I, II or III to the Bank Act (Canada), by a credit union or central to which the Credit Unions and Caisses Populaires Act, 2020 applies, by a loan corporation or trust corporation registered under the Loan and Trust Corporations Act or by an association to which the Cooperative Credit Associations Act (Canada) applies, (f) any agreement under which the interest of the purchaser is valued for purposes of conversion or surrender by reference to the value of a proportionate interest in a specified portfolio of assets, except a contract issued by an insurance company licensed under the Insurance Act which provides for payment at maturity of an amount not less than three quarters of the premiums paid by the purchaser for a benefit payable at maturity, (g) any agreement providing that money received will be repaid or treated as a subscription to shares, stock, units or interests at the option of the recipient or of any person or company, (h) any certificate of share or interest in a trust, estate or association, (i) any profit-sharing agreement or certificate, (j) any certificate of interest in an oil, natural gas or mining lease, claim or royalty voting trust certificate, (k) any oil or natural gas royalties or leases or fractional or other interest therein, (l) any collateral trust certificate, (m) any income or annuity contract not issued by an insurance company, (n) any investment contract, (o) any document constituting evidence of an interest in a scholarship or educational plan or trust, and (p) any commodity futures contract or any commodity futures option that is not traded on a commodity futures exchange registered with or recognized by the Commission under the Commodity Futures Act or the form of which is not accepted by the Director under that Act, whether any of the foregoing relate to an issuer or proposed issuer; (“valeur mobilière”) “self-regulatory organization” means a person or company that is organized for the purpose of regulating the operations and the standards of practice and business conduct, in capital markets, of its members and their representatives with a view to promoting the protection of investors and the public interest; (“organisme d’autoréglementation”) “trade” or “trading” includes, (a) any sale or disposition of a security for valuable consideration, whether the terms of payment be on margin, instalment or otherwise, but does not include a purchase of a security or, except as provided in clause (d), a transfer, pledge or encumbrance of securities for the purpose of giving collateral for a debt made in good faith, (b) any participation as a trader in any transaction in a security through the facilities of any exchange or quotation and trade reporting system, (b.1) entering into a derivative or making a material amendment to, terminating, assigning, selling or otherwise acquiring or disposing of a derivative, or (b.2) a novation of a derivative, other than a novation with a clearing agency, (c) any receipt by a registrant of an order to buy or sell a security, (d) any transfer, pledge or encumbrancing of securities of an issuer from the holdings of any person or company or combination of persons or companies described in clause (c) of the definition of “distribution” for the purpose of giving collateral for a debt made in good faith, and (e) any act, advertisement, solicitation, conduct or negotiation directly or indirectly in furtherance of any of the foregoing; (“opération”) “trade repository” means a person or company that collects and maintains reports of completed trades by other persons and companies; (“répertoire des opérations”) “Tribunal” means the Capital Markets Tribunal; (“Tribunal”) “ultimate designated person” means, in respect of a registrant that is a registered dealer, registered adviser or registered investment fund manager, an individual designated by the registrant, (a) to supervise the registrant’s activities that are directed towards ensuring compliance with Ontario securities law by the registrant and by each individual acting on the registrant’s behalf, and (b) to fulfill such other functions as may be prescribed by the regulations in order to otherwise promote compliance with Ontario securities law; (“personne désignée responsable”) “underwriter” means a person or company who, as principal, agrees to purchase securities with a view to distribution or who, as agent, offers for sale or sells securities in connection with a distribution and includes a person or company who has a direct or indirect participation in any such distribution, but does not include, (a) a person or company whose interest in the transaction is limited to receiving the usual and customary distributor’s or seller’s commission payable by an underwriter or issuer, (b) a mutual fund that, under the laws of the jurisdiction to which it is subject, accepts its shares or units for surrender and resells them, (c) a company that, under the laws of the jurisdiction to which it is subject, purchases its shares and resells them, or (d) a bank listed in Schedule I, II or III to the Bank Act (Canada) with respect to securities described in paragraph 1 of subsection 35 (2) or to such banking transactions as are designated by the regulations; (“souscripteur à forfait”) “voting security” means any security other than a debt security of an issuer carrying a voting right either under all circumstances or under some circumstances that have occurred and are continuing. (“valeur mobilière avec droit de vote”)  R.S.O. 1990, c. S.5, s. 1 (1); 1994, c. 11, s. 350; 1994, c. 33, s. 1 (1, 2); 1997, c. 19, s. 23 (1); 1999, c. 6, s. 60 (1); 1999, c. 9, s. 193; 2001, c. 23, s. 209; 2002, c. 22, s. 177 (1, 2); 2004, c. 31, Sched. 34, s. 1 (1-3); 2005, c. 5, s. 64 (1); 2006, c. 8, s. 144; 2006, c. 33, Sched. Z.5, s. 1 (1-6); 2007, c. 7, Sched. 38, s. 1 (1); 2009, c. 18, Sched. 26, s. 1 (1-7); 2010, c. 1, Sched. 26, s. 1; 2010, c. 26, Sched. 18, s. 1 (2-4, 6-12, 14-16); 2014, c. 7, Sched. 28, s. 1; 2015, c. 38, Sched. 18, s. 1 (1-3); 2016, c. 23, s. 69; 2017, c. 8, Sched. 28, s. 1 (2, 3); 2017, c. 34, Sched. 37, s. 1; 2018, c. 17, Sched. 38, s. 1; 2019, c. 7, Sched. 55, s. 1; 2020, c. 36, Sched. 7, s. 336 (1, 5); 2021, c. 8, Sched. 9, s. 40 (1-6). Same (1.1) For the purposes of this Act, any of “business combination”, “consultant”, “disclosure controls and procedures”, “exchange-traded security”, “future-oriented financial information”, “going private transaction”, “insider bid”, inter-dealer bond broker”, “internal controls”, “offer to acquire”, “offeror”, “penny stocks”, “related party transactions” and “reverse take-overs” may be defined in the regulations or the rules and, if so defined, has the defined meaning.  2010, c. 26, Sched. 18, s. 1 (17); 2015, c. 38, Sched. 18, s. 1 (4). Purchase and sale of a derivative (1.1.1) For the purposes of this Act, (a) a person or company purchases a derivative by entering into, making a material amendment to or otherwise acquiring a derivative; (b) a person or company sells a derivative by making a material amendment to, terminating, assigning or otherwise disposing of a derivative; and (c) a novation of a derivative, other than a novation with a clearing agency, is deemed to be the purchase and sale of a derivative.  2010, c. 26, Sched. 18, s. 1 (18). Meaning of “dealer” for purposes of Parts XV and XVI and s. 133 (1.2) For the purposes of Parts XV and XVI and section 133, “dealer” means a person or company that trades in securities in the capacity of principal or agent.  2009, c. 18, Sched. 26, s. 1 (8). Affiliated companies (2) A company shall be deemed to be an affiliate of another company if one of them is the subsidiary of the other or if both are subsidiaries of the same company or if each of them is controlled by the same person or company.  R.S.O. 1990, c. S.5, s. 1 (2); 2007, c. 7, Sched. 38, s. 1 (3); 2015, c. 38, Sched. 18, s. 1 (5). Controlled companies (3) A company shall be deemed to be controlled by another person or company or by two or more companies if, (a) voting securities of the first-mentioned company carrying more than 50 per cent of the votes for the election of directors are held, otherwise than by way of security only, by or for the benefit of the other person or company or by or for the benefit of the other companies; and (b) the votes carried by such securities are entitled, if exercised, to elect a majority of the board of directors of the first-mentioned company.  R.S.O. 1990, c. S.5, s. 1 (3); 2007, c. 7, Sched. 38, s. 1 (4); 2015, c. 38, Sched. 18, s. 1 (6). Subsidiary companies (4) A company shall be deemed to be a subsidiary of another company if, (a) it is controlled by, (i) that other, or (ii) that other and one or more companies each of which is controlled by that other, or (iii) two or more companies each of which is controlled by that other; or (b) it is a subsidiary of a company that is that other’s subsidiary.  R.S.O. 1990, c. S.5, s. 1 (4); 2007, c. 7, Sched. 38, s. 1 (5); 2015, c. 38, Sched. 18, s. 1 (7). Beneficial ownership of securities (5) A person shall be deemed to own beneficially securities beneficially owned by a company controlled by the person or by an affiliate of such company.  R.S.O. 1990, c. S.5, s. 1 (5). Idem (6) A company shall be deemed to own beneficially securities beneficially owned by its affiliates.  R.S.O. 1990, c. S.5, s. 1 (6). Insider of mutual fund (7) Every management company and every distribution company of a mutual fund that is a reporting issuer and every insider of such management company or distribution company shall be deemed to be an insider of the mutual fund.  R.S.O. 1990, c. S.5, s. 1 (7). (8), (9) Repealed:  2006, c. 33, Sched. Z.5, s. 1 (8). Relieving orders (10) If the Commission is satisfied that it would not be prejudicial to the public interest, it may make an order that, for the purposes of Ontario securities law, (a) a person or company is not, (i) an insider, or (ii) a reporting issuer; (b) a contract or instrument is not a derivative; or (c) a derivative is not a designated derivative.  2010, c. 26, Sched. 18, s. 1 (19). Designation (11) If the Commission considers that it is in the public interest, it may make an order that, for purposes of Ontario securities law, (a) a person or company is an insider of a reporting issuer if the person or company would reasonably be expected to have, in the ordinary course, access to material information about the business, operations, assets or revenues of the issuer; (b) a person or company is a reporting issuer; or (c) a derivative is a designated derivative.  2006, c. 33, Sched. Z.5, s. 1 (9); 2010, c. 26, Sched. 18, s. 1 (20). Terms and conditions (12) An order under subsection (10) may be made subject to such terms and conditions as the Commission may impose.  2006, c. 33, Sched. Z.5, s. 1 (9). Who may apply (13) An order under subsection (10) or (11) may be made on application by an interested person or by the Director.  2006, c. 33, Sched. Z.5, s. 1 (9). Hearing (14) The Commission shall not make an order under subsection (10) or (11) without giving the person or company that would be subject to the order an opportunity to be heard.  2006, c. 33, Sched. Z.5, s. 1 (9). Extended meaning for purposes of subs. (14) (15) A person or company that is a party to a contract, instrument or derivative referred to in clause (10) (b) or (c) or (11) (c) is deemed, for the purpose of subsection (14), to be a person or company that would be subject to an order made under subsection (10) or (11).  2010, c. 26, Sched. 18, s. 1 (21). Section Amendments with date in force (d/m/y) 1994, c. 11, s. 349, 350 - 11/07/1994; 1994, c. 33, s. 1 (1, 2) - 01/01/1995; 1997, c. 19, s. 23 (1) - 10/10/1997; 1999, c. 6, s. 60 (1) - 01/03/2000; 1999, c. 6, s. 60 (1) - 01/03/2000; 1999, c. 9, s. 193 - 14/12/1999 2001, c. 23, s. 209 - 05/12/2001 2002, c. 22, s. 177 (1-3) - 07/04/2003 2004, c. 31, Sched. 34, s. 1 - 16/12/2004 2005, c. 5, s. 64 (1) - 09/03/2005 2006, c. 8, s. 144 - 01/01/2007; 2006, c. 33, Sched. Z.5, s. 1 (1-7, 9) - 20/12/2006; 2006, c. 33, Sched. Z.5, s. 1 (8) - 30/04/2010 2007, c. 7, Sched. 38, s. 1 - 01/02/2008 2009, c. 18, Sched. 26, s. 1 (1, 2, 4, 5, 7, 8) - 28/09/2009; 2009, c. 18, Sched. 26, s. 1 (3, 6) - 05/06/2009 2010, c. 1, Sched. 26, s. 1 - 01/01/2011; 2010, c. 26, Sched. 18, s. 1 (1, 5, 13) - no effect - see Table of Public Statute Provisions Repealed Under Section 10.1 of the Legislation Act, 2006 - 31/12/2020; 2010, c. 26, Sched. 18, s. 1 (2-4, 6-12, 14-21) - 08/12/2010 2014, c. 7, Sched. 28, s. 1 (1-7) - 24/07/2014 2015, c. 38, Sched. 18, s. 1 - 09/05/2016 2016, c. 23, s. 69
- 05/12/2016 2017, c. 8, Sched. 28, s. 1 (1) - not in force; 2017, c. 8, Sched. 28, s. 1 (2, 3) - 15/03/2018; 2017, c. 34, Sched. 37, s. 1 - 14/12/2017 2018, c. 17, Sched. 38, s. 1 (1, 2) - 06/12/2018 2019, c. 7, Sched. 55, s. 1 - 29/05/2019 2020, c. 36, Sched. 7, s. 336 (1, 5) - 01/03/2022 2021, c. 8, Sched. 9, s. 40 (1-6) - 29/04/2022