72 (1) In this section and in sections 73 to 78, “affiliate” means an affiliated company within the meaning of subsection 106 (3); (“membre du même groupe”) “associate”, where used to indicate a relationship with any person, means, (a)  any company of which such person beneficially owns directly or indirectly equity shares carrying more than 10 per cent of the voting rights attached to all equity shares of the company for the time being outstanding, (b)  any trust or estate in which such person has a substantial beneficial interest or as to which such person serves as trustee or in a similar capacity, (c)  any person to whom the person is married or with whom the person is living in a conjugal relationship outside marriage, or (d)  any relative of the person or of a person mentioned in clause (c) who, in any such case, has the same home as the person; (“personne qui a un lien”) “capital security” means any share of any class of shares of a company or any bond, debenture, note or other obligation of a company, whether secured or unsecured; (“valeurs”) “equity share” means any share of any class of shares of a company carrying voting rights under all circumstances and any share of any class of shares carrying voting rights by reason of the occurrence of any contingency that has occurred and is continuing; (“action participante”) “insider” or “insider of a company” means, (a)  any director or senior officer of a public company that has fifteen or more shareholders, two or more persons who are the joint registered owners of one or more shares being counted as one shareholder, (b)  any person who beneficially owns directly or indirectly equity shares of such a company carrying more than 10 per cent of the voting rights attached to all equity shares of the company for the time being outstanding, provided that in computing the percentage of voting rights attached to equity shares owned by an underwriter there shall be excluded any equity shares that have been acquired by the underwriter as underwriter in the course of distribution to the public of such shares, but such exclusion ceases to have effect on completion or cessation of the distribution to the public by the underwriter, or (c)  any person who exercises control or direction over the equity shares of such a company carrying more than 10 per cent of the voting rights attached to all equity shares of the company for the time being outstanding; (“initiés”, “initiés d’une compagnie”) “senior officer” means, (a)  the chair or any vice-chair of the board of directors, the president, any vice-president, the secretary, the treasurer or the general manager of a company or any other individual who performs functions for the company similar to those normally performed by an individual occupying any such office, and (b)  each of the five highest paid employees of a company, including any individual referred to in clause (a); (“cadre dirigeant”) “underwriter” has the same meaning as in the Securities Act. (“souscripteur à forfait”)  R.S.O. 1990, c. C.38, s. 72 (1); 1999, c. 6, s. 16; 2005, c. 5, s. 16 (1); 2016, c. 23, s. 44 (1). Interpretation (2) For the purposes of this section and sections 73 to 78, (a)  every director or senior officer of a company that is itself an insider of another company shall be deemed to be an insider of such other company; (b)  an individual shall be deemed to own beneficially capital securities beneficially owned by a company controlled by him or her or by an affiliate of such company; (c)  a company shall be deemed to own beneficially capital securities beneficially owned by its affiliates; and (d)  the acquisition or disposition by an insider of a put, call or other transferable option with respect to a capital security shall be deemed a change in the beneficial ownership of the capital security to which such transferable option relates.  R.S.O. 1990, c. C.38, s. 72 (2). Section Amendments with date in force (d/m/y) 1999, c. 6, s. 16 - 01/03/2000 2005, c. 5, s. 16 (1) - 09/03/2005 2016, c. 23, s. 44 (1)
- 05/12/2016