Marginal note:Definitions
288 (1) In this Division,
affiliate
groupe
affiliate means a body corporate that is affiliated with another body corporate within the meaning of subsection 6(2); (groupe)
business combination
regroupement d’entreprises
business combination means an acquisition of all or substantially all the assets of one body corporate by another body corporate or an amalgamation of two or more bodies corporate; (regroupement d’entreprises)
call
option d’achat
call means an option, transferable by delivery, to demand delivery of a specified number or amount of shares at a fixed price within a specified time but does not include an option or right to acquire shares of the body corporate that granted the option or right to acquire; (option d’achat)
distributing company
société ayant fait appel au public
distributing company means a company, any of the issued securities of which are or were part of a distribution to the public and remain outstanding and are held by more than one person; (société ayant fait appel au public)
insider
initié
insider means, except in subsections 294(2) and 295(1),
(a) a director or an officer of a distributing company,
(b) a distributing company that purchases or otherwise acquires, except by means of a donation or redemption, shares issued by it or by any of its affiliates, or
(c) a person who beneficially owns more than 10 per cent of the shares of a distributing company or who exercises control or direction over more than 10 per cent of the votes attached to shares of a distributing company, excluding shares owned by a securities underwriter under an underwriting agreement while those shares are in the course of a distribution to the public; (initié)
officer
dirigeant d’une société
officer, in relation to a company, means
(a) an officer as defined in paragraph (a) of the definition “officer” in section 2, or
(b) any natural person who performs functions for the company similar to those performed by a person referred to in paragraph (a) of the definition “officer” in section 2; (dirigeant d’une société)
put
option de vente
put means an option, transferable by delivery, to deliver a specified number or amount of shares at a fixed price within a specified time; (option de vente)
share
action
share means a voting share and includes
(a) a security currently convertible into a voting share, and
(b) a currently exercisable option or a right to acquire a voting share or a security referred to in paragraph (a). (action)
Marginal note:Control
(2) For the purposes of this Division, a person controls a body corporate where the person controls the body corporate within the meaning of section 3, determined without regard to paragraph 3(1)(d).
Marginal note:Deemed insiders and beneficial owners
(3) For the purposes of this Division,
(a) a director or an officer of a body corporate that is an insider of a distributing company is deemed to be an insider of the distributing company;
(b) a director or an officer of a body corporate that is a subsidiary of a distributing company is deemed to be an insider of the distributing company;
(c) a person is deemed to beneficially own shares beneficially owned by a body corporate controlled directly or indirectly by that person;
(d) a body corporate is deemed to beneficially own shares beneficially owned by its affiliates; and
(e) the acquisition or disposition by an insider of an option or right to acquire a share is deemed to be a change in the beneficial ownership of the share to which the option or right to acquire relates.
Marginal note:Becoming an insider
(4) For the purposes of this Division,
(a) if a body corporate becomes an insider of a distributing company or enters into a business combination with a distributing company, or
(b) if a distributing company becomes an insider of a body corporate,
every director or officer of the body corporate and every shareholder of the body corporate who is a person referred to in paragraph (c) of the definition “insider” in subsection (1) is deemed to have been an insider of the distributing company for the previous six months or for such shorter period as the director, officer or shareholder was a director, officer or shareholder of the body corporate.
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