61 (1) Subject to subsection (2) of this section and subsection 63 (4), the Director shall issue a receipt for a prospectus filed under this Part unless it appears to the Director that it is not in the public interest to do so.  R.S.O. 1990, c. S.5, s. 61 (1). Refusal of receipt (2) The Director shall not issue a receipt for a prospectus or an amendment to a prospectus if it appears to the Director that, (a) the prospectus or any document required to be filed with it, (i) does not comply in any substantial respect with any of the requirements of this Act or the regulations, (ii) contains any statement, promise, estimate or forward-looking information that is misleading, false or deceptive, or (iii) contains a misrepresentation; (b) an unconscionable consideration has been paid or given or is intended to be paid or given for any services or promotional purposes or for the acquisition of property; (c) the aggregate of, (i) the proceeds from the sale of the securities under the prospectus that are to be paid into the treasury of the issuer, and (ii) the other resources of the issuer, is insufficient to accomplish the purpose of the issue stated in the prospectus; (d) the issuer cannot reasonably be expected to be financially responsible in the conduct of its business because of the financial condition of, (i) the issuer, (ii) any of the issuer’s officers, directors, promoters, or control persons, or (iii) the investment fund manager of the issuer or any of the investment fund manager’s officers, directors or control persons; (e) the business of the issuer may not be conducted with integrity and in the best interests of the security holders of the issuer because of the past conduct of, (i) the issuer, (ii) any of the issuer’s officers, directors, promoters, or control persons, or (iii) the investment fund manager of the issuer or any of the investment fund manager’s officers, directors or control persons; (f) a person or company that has prepared or certified any part of the prospectus, or that is named as having prepared or certified a report or valuation used in connection with the prospectus, is not acceptable; (g) an escrow or pooling agreement in the form that the Director considers necessary or advisable with respect to the securities has not been entered into; or (h) adequate arrangements have not been made for the holding in trust of the proceeds payable to the issuer from the sale of the securities pending the distribution of the securities.  2006, c. 33, Sched. Z.5, s. 3. Hearing (3) The Director shall not refuse to issue a receipt under subsection (1) or (2) without giving the person or company who filed the prospectus an opportunity to be heard.  R.S.O. 1990, c. S.5, s. 61 (3). Referral to Commission (4) Where it appears to the Director that a preliminary prospectus, pro forma prospectus, or prospectus raises a material question involving the public interest under subsection (1) or a new or novel question of interpretation under subsection (2) that might result in the Director refusing to issue a receipt under subsection (1) or (2), the Director may refer the question to the Commission for determination.  R.S.O. 1990, c. S.5, s. 61 (4). Form of question (5) The Director shall state the question in writing setting out the facts upon which the question is based.  R.S.O. 1990, c. S.5, s. 61 (5). Filing of question (6) The question, together with any additional material, shall be lodged by the Director with the Commission, and a copy of the question shall forthwith be served upon any interested person or company.  R.S.O. 1990, c. S.5, s. 61 (6); 2021, c. 8, Sched. 9, s. 40 (23). Hearing by Commission (7) The Commission, after giving the parties an opportunity to be heard, shall consider and determine the question and refer the matter back to the Director for final consideration under subsections (1) and (2).  R.S.O. 1990, c. S.5, s. 61 (7). Decision of Commission (8) Subject to any order of the Divisional Court made under section 9, the decision of the Commission on the question is binding on the Director.  R.S.O. 1990, c. S.5, s. 61 (8). Section Amendments with date in force (d/m/y) 2006, c. 33, Sched. Z.5, s. 3 - 20/12/2006 2021, c. 8, Sched. 9, s. 40 (23) - 29/04/2022