76 (1) No person or company in a special relationship with an issuer shall purchase or sell securities of the issuer with the knowledge of a material fact or material change with respect to the issuer that has not been generally disclosed.  R.S.O. 1990, c. S.5, s. 76 (1); 2015, c. 20, Sched. 39, s. 2 (1-3). Tipping (2) No issuer and no person or company in a special relationship with an issuer shall inform, other than in the necessary course of business, another person or company of a material fact or material change with respect to the issuer before the material fact or material change has been generally disclosed.  R.S.O. 1990, c. S.5, s. 76 (2); 2015, c. 20, Sched. 39, s. 2 (1-4). Same (3) No person or company that is considering or evaluating whether, or that proposes, (a) to make a take-over bid, as defined in Part XX, for the securities of an issuer; (b) to become a party to a reorganization, amalgamation, merger, arrangement or similar business combination with an issuer; or (c) to acquire a substantial portion of the property of an issuer, shall inform another person or company of a material fact or material change with respect to the issuer before the material fact or material change has been generally disclosed except where the information is given in the necessary course of business relating to the take-over bid, business combination or acquisition. R.S.O. 1990, c. S.5, s. 76 (3); 2013, c. 2, Sched. 13, s. 2 (1, 2); 2015, c. 20, Sched. 39, s. 2 (1-3). Recommendation (3.1) No issuer, no person or company in a special relationship with an issuer, and no person or company that is considering or evaluating whether, or that proposes to take one or more of the actions described in clause (3) (a), (b) or (c) shall recommend or encourage, other than in the necessary course of business, another person or company to purchase or sell securities of the issuer with the knowledge of a material fact or material change with respect to the issuer that has not been generally disclosed. 2016, c. 5, Sched. 26, s. 2 (1). Defence (4) No person or company shall be found to have contravened subsection (1), (2), (3) or (3.1) if the person or company proves that the person or company reasonably believed that the material fact or material change had been generally disclosed.  R.S.O. 1990, c. S.5, s. 76 (4); 2016, c. 5, Sched. 26, s. 2 (2). Definitions (5) For the purposes of this section, “insider” includes a person or company that would be an insider of an issuer if the issuer were a reporting issuer; (“initié”) “issuer” means, (a) a reporting issuer, or (b) any other issuer whose securities are publicly traded; (“émetteur”) “person or company in a special relationship with an issuer” means, (a) a person or company that is an insider, affiliate or associate of, (i) the issuer, (ii) a person or company that is considering or evaluating whether to make a take-over bid, as defined in Part XX, or that proposes to make a take-over bid, as defined in Part XX, for the securities of the issuer, or (iii) a person or company that is considering or evaluating whether to become a party, or that proposes to become a party, to a reorganization, amalgamation, merger or arrangement or similar business combination with the issuer or to acquire a substantial portion of its property, (b) a person or company that is engaging in any business or professional activity, that is considering or evaluating whether to engage in any business or professional activity, or that proposes to engage in any business or professional activity if the business or professional activity is, (i) with or on behalf of the issuer, or (ii) with or on behalf of a person or company described in subclause (a) (ii) or (iii), (c) a person who is a director, officer or employee of, (i) the issuer, (ii) a subsidiary of the issuer, (iii) a person or company that controls, directly or indirectly, the issuer, or (iv) a person or company described in subclause (a) (ii) or (iii) or clause (b), (d) a person or company that learned of the material fact or material change with respect to the issuer while the person or company was a person or company described in clause (a), (b) or (c), (e) a person or company that learns of a material fact or material change with respect to the issuer from any other person or company described in this subsection, including a person or company described in this clause, and knows or ought reasonably to have known that the other person or company is a person or company in such a relationship; (“personne ou compagnie ayant des rapports particuliers avec un émetteur assujetti”) R.S.O. 1990, c. S.5, s. 76 (5); 2010, c. 26, Sched. 18, s. 30 (1); 2013, c. 2, Sched. 13, s. 2 (3-5); 2015, c. 20, Sched. 39, s. 2 (1-3, 5-7). Idem (6) For the purpose of subsections (1) and (3.1), a security of the issuer shall be deemed to include, (a) a put, call, option or other right or obligation to purchase or sell securities of the issuer; (b) a security, the market price of which varies materially with the market price of the securities of the issuer; or (c) a related derivative.  R.S.O. 1990, c. S.5, s. 76 (6); 2010, c. 26, Sched. 18, s. 30 (2); 2015, c. 20, Sched. 39, s. 2 (1, 3); 2016, c. 5, Sched. 26, s. 2 (3). Section Amendments with date in force (d/m/y) 2010, c. 26, Sched. 18, s. 30 (1, 2) - 08/12/2010 2013, c. 2, Sched. 13, s. 2 (1-5) - 21/06/2013 2015, c. 20, Sched. 39, s. 2 (1-7) - 04/06/2015 2016, c. 5, Sched. 26, s. 2 (1-3) - 01/07/2016