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Final Rule (effective July 29, 1997): OSC Rule - 14-501 - Local Definitions
Final Rule (effective July 29, 1997): OSC Rule - 14-501 - Local Definitions
ONTARIO SECURITIES COMMISSION
RULE 14-501
DEFINITIONS
1.1(1) Every term used in a rule that is
(a) defined or interpreted in section 1 of the Act has the meaning ascribed to it in that section unless it is otherwise defined or interpreted in the rule or thecontext otherwise requires;
(b) defined in subsection 1(2) of the Regulation has the meaning ascribed to it in that subsection unless it is otherwise defined or interpreted in the rule or thecontext otherwise requires; and
(c) defined in subsection 1.1(3) of National Instrument 14-101 Definitions has the meaning ascribed to it in that subsection unless it is otherwise defined orinterpreted in the rule or the context otherwise requires.
(2) In a rule, unless otherwise defined in the rule
"AIF" means an annual information form filed under Ontario securities law;
"broker" means a person or company that is registered under the Act in the category of broker;
"business day" means any day other than a Saturday, a Sunday or a statutory holiday;
"CFA" means theCommodity Futures Act;
"Chair" means the Chair of the Commission;
"clearing corporation" means an association or organization through which trades in options or futures contracts are cleared and settled;
"Commission member" means a member of the Commission;
"contractual right of action" means a right of action, against a person or company, for rescission or damages that
(a) is available to an investor to whom an offering memorandum containing a misrepresentation is delivered by or on behalf of the seller of securities referred toin the memorandum,
(b) is exercisable on notice given to the person or company against whom the investor has the right of action not later than ninety days after payment is made forthe securities or after the initial payment, if a payment subsequent to the initial payment is made under a contractual commitment assumed before, or at the sametime as, the initial payment,
(c) reasonably corresponds to the rights provided in section 130 of the Act applicable to a prospectus, and
(d) is in addition to any other right or remedy available at law to the investor;
"control person distribution" means a trade described in clause (c) of the definition of "distribution" in subsection 1(1) of the Act;
"convertible security" means a security that, by its terms, is convertible into, or exercisable or exchangeable for, or that carries the right to purchase or cause thepurchase of, another security;
"custodian" means a person or company that holds securities for the benefit of another under a custodial agreement or other custodial arrangement;
"equity security" has the meaning ascribed to that term in subsection 89(1) of the Act;
"financial intermediary" has the meaning ascribed to that term in subsection 204(1) of the Regulation;
"financial intermediary dealer" means a financial intermediary that is registered under the Act in the category of financial intermediary dealer;
"fully registered dealer" has the meaning ascribed to that term in subsection 204(1) of the Regulation;
"international dealer" means a person or company that is registered under the Act in the category of international dealer;
"investment counsel" means a person or company that is registered under the Act in the category of investment counsel;
"investment dealer" means a person or company that is registered under the Act in the category of investment dealer;
"issuer bid" has the meaning ascribed to that term in subsection 89(1) of the Act;
"limited market dealer" means a person or company that is registered under the Act in the category of limited market dealer;
"LSIF" means
(a) a labour sponsored investment fund corporation as defined in theLabour Sponsored Venture Capital Corporations Act, 1992, or
(b) a registered labour sponsored venture capital corporation as defined in the ITA;
"market intermediary" has the meaning ascribed to that term in subsection 204(1) of the Regulation;
"MD&A" means management's discussion and analysis of financial condition and results of operations prepared in accordance with Ontario securities law;
"mutual fund dealer" means a person or company that is registered under the Act in the cby a prospective purchaser so as to assist the prospective purchaser to make an investment decision for a security being sold in a distribution to which section 53of the Act would apply but for the availability of one or more of the exemptions contained in clause 72(1)(c), (d) or (p) of the Act but does not include adocument setting out current information about an issuer for the benefit of a prospective purchaser familiar with the issuer through prior investment or businesscontacts;
"Ontario financial institution" means a bank listed in Schedule I or II to theBank Act(Canada), a loan corporation or trust corporation registered under theLoanand Trust Corporations Act, a credit union or league to which theCredit Unions and Caisses Populaires Act, 1994applies or an insurance company licensedunder theInsurance Act;
"option" means an agreement that provides the holder with the right, but not the obligation, to do one or more of the following on terms or at a price establishedby or determinable by reference to the agreement at or by a time established by the agreement:
1. Receive an amount of cash determinable by reference to a specified quantity of the underlying interest of the option.
2. Purchase a specified quantity of the underlying interest of the option.
3. Sell a specified quantity of the underlying interest of the option;
"portfolio manager" means a person or company that is registered under the Act in the category of portfolio manager;
"principal shareholder", if used to indicate a relationship with a person or company, means a person or company that is the direct or indirect registered owner orbeneficial owner of more than 10 percent of any class or series of voting securities of the person or company;
"published market" has the meaning ascribed to that term in subsection 89(1) of the Act;
"Regulation" means Regulation 1015 of the Revised Regulations of Ontario, 1990, as amended;
"related mutual fund securities" means, for a registrant, securities issued by a dealer managed mutual fund if the registrant is or is an affiliate of the dealermanager of the mutual fund;
"RESP" has the meaning ascribed to "registered education savings plan" in the ITA;
"RRIF" has the meaning ascribed to "registered retirement income fund" in the ITA;
"RRSP" has the meaning ascribed to "registered retirement savings plan" in the ITA;
"scholarship plan dealer" means a person or company that is registered under the Act in the category of scholarship plan dealer;
"securities adviser" means a person or company that is registered under the Act in the category of securities adviser;
"securities dealer" means a person or company that is registered under the Act in the category of securities dealer;
"security issuer" means an issuer that is registered under the Act in the category of security issuer;
"selling group member" has the meaning ascribed to that term in subsection 219(1) of the Regulation;
"take-over bid" has the meaning ascribed to that term in subsection 89(1) of the Act;
"trust indenture" means a document by which an issuer issues securities and in which a trustee is appointed for the holders of the securities issued under thedocument;
"trustee" means a person or company named as trustee under a trust indenture;
"underlying interest" means, for a derivative, the security, commodity, financial instrument, currency, interest rate, foreign exchanges rate, economic indicator,index, basket, agreement or benchmark or any other financial reference, interest or variable, and, if applicable, the relationship between any of the foregoing,from, to or on which the market price, value, or any payment obligation of the derivative is derived, referenced or based; and
"Vice-Chair" means a Vice-Chair of the Commission.
(3) For the purposes of the Act, the regulations and the rules,
"derivative" means an instrument, agreement or security, the market price, value or payment obligations of which is derived from, referenced to, or based on anunderlying interest, other than a contract as defined for the purposes of theCommodity Futures Act.