“Qualified Institutional Buyer”
means:
(1) Any of the following entities, acting for its own account or the accounts of other qualified institutional buyers, that in the aggregate owns and invests on a discretionary
basis at least $100 million in securities of issuers that are not affiliated with the entity:
(a)
Any insurance company as defined in Section 2(a)(13) of the Securities Act of 1933 (the “Securities Act”);
(b)
Any investment company registered under the Investment Company Act of 1940 (the “Investment Company Act”)
or any business development company as defined in Section 2(a)(48) of the Investment Company Act;
(c)
Any Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958
or any Rural Business Investment Company as defined in Section 384A of the Consolidated Farm and Rural Development Act;
(d)
Any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions,
for the benefit of its employees;
(e)
Any employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, as amended;
(f)
Any
trust fund whose trustee is a bank or trust company and whose participants are
exclusively plans of the types identified in clauses (iv) or (v) above,
except trust funds that include as participants individual retirement accounts
or H.R. 10 plans;
(g)
Any business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940 (the “Investment Advisers Act”);
(h)
Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation
(other than a bank as defined in Section 3(a)(2) of the Securities Act or a savings and loan
association or other institution referenced in Section 3(a)(5)(A) of the Securities Act or a foreign
bank or savings and loan association or equivalent institution), partnership, limited liability
company, or Massachusetts or similar business trust;
(i) Any
investment adviser registered under the Investment Advisers Act; and
(j)
Any institutional “accredited investor,” as defined in rule 501(a) under the Securities Act, of a type not listed in paragraphs (1)(a) through (i) above or
paragraphs (2) through (6) below.
(2) Any dealer
registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), acting for its own account or the accounts of
other qualified institutional buyers, that in the aggregate owns and invests on
a discretionary basis at least $10 million of securities of issuers that are
not affiliated with the dealer, provided that securities constituting the whole or a part of an unsold allotment to or
subscription by a dealer as a participant in a public offering shall not be
deemed to be owned by such dealer;
(3)
Any dealer registered pursuant to Section 15 of the Exchange Act acting in a riskless principal transaction (as defined below) on behalf of a qualified
institutional buyer;
(4) Any investment company registered under the Investment Company Act, acting for its own account
or for the accounts of other qualified institutional buyers, that is part of a family of investment companies which own in the aggregate at least $100 million
in securities of issuers, other than issuers that are affiliated with the investment company or are part of such family of investment companies. Family of
investment companies means any two or more investment companies registered under the Investment Company Act, except for a unit investment trust whose assets
consist solely of shares of one or more registered investment companies, that have the same investment adviser (or, in the case of unit investment trusts,
the same depositor), provided that, for purposes of this subparagraph:
(a) each
series of a series company (as defined in Rule 18f-2 under the Investment
Company Act) shall be deemed to be a separate investment company; and
(b) investment
companies shall be deemed to have the same adviser (or depositor) if their
advisers (or depositors) are majority-owned subsidiaries of the same parent, or
if one investment company's adviser (or depositor) is a majority-owned
subsidiary of the other investment company's adviser (or depositor);
(5) Any entity,
all of the equity owners of which are qualified institutional buyers, acting
for its own account or the accounts of other qualified institutional buyers;
and
(6) Any bank as
defined in Section 3(a)(2) of the Securities Act, any savings and loan
association or other institution as referenced in Section 3(a)(5)(A) of the
Securities Act, or any foreign bank or savings and loan association or
equivalent institution, acting for its own account or the accounts of other
qualified institutional buyers, that in the aggregate owns and invests on a
discretionary basis at least $100 million in securities of issuers that are not
affiliated with it and that has an audited net worth of at least $25 million as
demonstrated in its latest annual financial statements, as of a date not more
than 16 months preceding the date of sale under the rule in the case of a U.S.
bank or savings and loan association, and not more than 18 months preceding
such date of sale for a foreign bank or savings and loan association or
equivalent institution.
For purposes of the foregoing definition:
(1)
In
determining the aggregate amount of securities owned and invested on a
discretionary basis by an entity, the following instruments and interests shall
be excluded: bank deposit notes and certificates of deposit; loan
participations; repurchase agreements; securities owned but subject to a
repurchase agreement; and currency, interest rate and commodity swaps.
(2) The aggregate value of securities owned and invested on a discretionary basis by an entity shall be the cost of such securities, except where the entity reports
its securities holdings in its financial statements on the basis of their market value, and no current information with respect to the cost of those securities
has been published. In the latter event, the securities may be valued at market for purposes of
this section.
(3)
In
determining the aggregate amount of securities owned by an entity and invested
on a discretionary basis, securities owned by subsidiaries of the entity that
are consolidated with the entity in its financial statements prepared in
accordance with generally accepted accounting principles may be included if the
investments of such subsidiaries are managed under the direction of the entity,
except that, unless the entity is a reporting company under Section 13 or 15(d)
of the Exchange Act, securities owned by such subsidiaries may not be included
if the entity itself is a majority-owned subsidiary that would be included in
the consolidated financial statements of another enterprise.
(4)
“Riskless principal transaction” means a transaction in which a dealer buys a security from any person and makes a
simultaneous offsetting sale of such security to a qualified institutional buyer, including another dealer acting as riskless principal for a qualified
institutional buyer.
* * * * * *
“U.S. person” means:
(1) Any
natural person resident in the United States;
(2) Any
partnership or corporation organized or incorporated under the laws of the United
States;
(3) Any
estate of which any executor or administrator is a U.S. person;
(4) Any
trust of which any trustee is a U.S. person;
(5) Any
agency or branch of a foreign entity located in the United States;
(6) Any
non-discretionary account or similar account (other than an estate or trust) held
by a dealer or other fiduciary for the benefit or account of a U.S. person;
(7) Any
discretionary account or similar account (other than an estate or trust) held
by a dealer or other fiduciary organized, incorporated, or (if an individual)
resident in the United States; and
(8) Any
partnership or corporation if:
(a) Organized or incorporated under the laws of any foreign
jurisdiction; and
(b) Formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated,
and owned, by accredited investors (as defined in Rule 501(a) under the Securities Act) who are not natural persons, estates or trusts.
The following are not “U.S. persons”:
(1) Any
discretionary account or similar account (other than an estate or trust) held
for the benefit or account of a non-U.S. person by a dealer or other
professional fiduciary organized, incorporated, or (if an individual) resident
in the United States;
(2) Any
estate of which any professional fiduciary acting as executor or administrator
is a U.S. person if:
(a) An executor or administrator
of the estate who is not a U.S. person has sole or shared investment discretion
with respect to the assets of the estate; and
(b) The estate is governed by
foreign law;
(c)
Any trust of which any professional fiduciary acting as trustee is a U.S. person, if a trustee who is not a U.S. person has sole or shared investment discretion
with respect to the trust assets, and no beneficiary of the trust (and no settlor if the trust is revocable) is a U.S. person;
(d)
An employee benefit plan established and administered in accordance with the law of a country other than the United
States and customary practices and documentation of such country;
(e)
An agency or branch of a U.S. person located outside the United States if:
(i)
The agency or branch operates for valid
business reasons; and
(ii)
The agency or branch is engaged in the
business of insurance or banking and is subject to substantive insurance or
banking regulation, respectively, in the jurisdiction where located; and
(f)
The International Monetary Fund, the
International Bank for Reconstruction and Development, the Inter-American
Development Bank, the Asian Development Bank, the African Development Bank, the
United Nations and their agencies, affiliates and pension plans and any other
similar international organizations, their agencies, affiliates and pension
plans.
For purposes of the foregoing definitions, the “United States” means the United States of America, its territories and possessions, any State of the United
States and the District of Columbia.
* * * * * *
“non-U.S. qualified offeree” means:
(1)
In relation to each Member State of the European Economic Area (the “EEA”), a person that is not a retail investor. For these purposes, a retail investor means
a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”);
(ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the “Insurance Distribution Directive”), where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (as amended,
the “Prospectus Regulation”).
(2)
in relation to the United Kingdom,
(i) a person that is not a retail investor in the United Kingdom (“UK”). For these purposes, a retail investor means a person who is one (or more) of:
(i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union
(Withdrawal) Act 2018 (“EUWA”); (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, the “FSMA”)
and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive , where that customer would not qualify as a professional
client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a
qualified investor as defined in Article 2 of the Prospectus Regulation as it forms part of domestic law by virtue of the EUWA
(the “U.K. Prospectus Regulation”); and
(ii) a "relevant person". For purposes of this provision, the expression “relevant person” means a person who is one (or more) of the following:
(a) a person who has professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (as amended, the “Order”); or
(b) a high net worth company, or other entity falling within Article 49(2)(a) to (d) of the Order; or
(c) any other person to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) in connection with the
issue or sale of any securities may otherwise lawfully be communicated or be caused to be communicated;
(3)
any entity outside the U.S., the UK and the EEA to whom the offers related to the New Notes may be made in compliance with all other applicable laws and
regulations of any applicable jurisdiction.
* * * * * *
“Eligible Canadian Holder” means:
An Eligible Holder who certifies that it is: (a) entitled under applicable provincial or territorial securities laws to acquire securities without the benefit
of a prospectus qualified under such securities laws; (b) an “accredited investor,” as such term is defined in National Instrument 45-106--Prospectus
Exemptions (“NI 45-106”) or Section 73.3(1) of the Securities Act (Ontario), as applicable, and a “permitted client,” as such term is defined in National
Instrument 31-103--Registration Requirements, Exemptions and Ongoing Registrant Obligations (“NI 31-103”); (c) is either (i) acquiring securities as principal,
(ii) a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable
legislation of a jurisdiction of Canada (other than a trust company or trust corporation registered solely under the laws of the Province of Prince Edward
Island) or a foreign jurisdiction acting on behalf of a fully managed account managed by the trust company or trust corporation, as the case may be, or (iii)
a person acting on behalf of a fully managed account managed by that person, if that person is registered or authorized to carry on business as an advisor or
the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction; and (d) was not created or used solely to purchase or
hold securities as an accredited investor as described in paragraph (m) of the definition of “accredited investor” in NI 45-106. The definitions of
“accredited investor” and “permitted client” are set forth below.
* * * * * *
“Accredited investor” means:
(a)
a Canadian financial institution, or a Schedule III bank,
(b)
the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada),
(c)
a subsidiary of any person referred to in paragraphs (a) or (b), if the person owns all of the voting securities of the subsidiary, except the voting securities
required by law to be owned by directors of that subsidiary,
(d)
a person registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer,
(e)
an individual registered under the securities legislation of a jurisdiction of Canada as a representative of a person referred to in paragraph (d),
(e.1)
an individual formerly registered under the securities legislation of a jurisdiction of Canada, other than an individual formerly registered solely as a
representative of a limited market dealer under one or both of the Securities Act (Ontario) or the Securities Act (Newfoundland and Labrador),
(f)
the Government of Canada or a jurisdiction of Canada, or any crown corporation, agency or wholly owned entity of the Government of Canada or a jurisdiction of Canada,
(g)
a municipality, public board or commission in Canada and a metropolitan community, school board, the Comité de gestion de la taxe scolaire de l'île de Montréal or an intermunicipal management board in Québec,
(h)
any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government,
(i)
a pension fund that is regulated by the Office of the Superintendent of Financial Institutions (Canada), a pension commission or similar regulatory authority of a
jurisdiction of Canada,
(j)
an individual who, either alone or with a spouse, beneficially owns financial assets having an aggregate realizable value that, before taxes but net of any
related liabilities, exceeds $1,000,000,
(j.1)
an individual who beneficially owns financial assets having an aggregate realizable value that, before taxes but net of any related liabilities, exceeds
$5,000,000,
(k)
an individual whose net income before taxes exceeded $200,000 in each of the 2 most recent calendar years or whose net income before taxes combined with that of a
spouse exceeded $300,000 in each of the 2 most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current
calendar year,
(l)
an individual who, either alone or with a spouse, has net assets of at least $5,000,000,
(m)
a person, other than an individual or investment fund, that has net assets of at least $5,000,000 as shown on its most recently prepared financial statements,
(n)
an investment fund that distributes or has distributed its securities only to:
(i)
a person that is or was an accredited investor at the time of the distribution,
(ii)
a person that acquires or acquired securities in the circumstances referred to in sections 2.10 [Minimum amount investment] of NI 45-106, or 2.19 (Additional investment in investment funds) of NI 45-106, or
(iii)
a person described in paragraph (i) or (ii) that acquires or acquired securities under section 2.18 (Investment fund reinvestment) of NI 45-106,
(o)
an investment fund that distributes or has distributed securities under a prospectus in a jurisdiction of Canada for which the regulator or, in Québec,
the securities regulatory authority, has issued a receipt,
(p)
a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable
legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a fully managed account managed by the trust company or trust
corporation, as the case may be,
(q)
a person acting on behalf of a fully managed account managed by that person, if that person is registered or authorized to carry on business as an adviser or the
equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction,
(r)
a registered charity under the Income Tax Act (Canada) that, in regard to the trade, has obtained advice from an eligibility adviser or an adviser registered
under the securities legislation of the jurisdiction of the registered charity to give advice on the securities being traded,
(s)
an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) to (d) or paragraph (i) in form and function,
(t)
a person in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities required by law to be owned by
directors, are persons that are accredited investors,
(u)
an investment fund that is advised by a person registered as an adviser or a person that is exempt from registration as an adviser,
(v)
a person that is recognized or designated by the securities regulatory authority or, except in Ontario and Québec, the regulator as an accredited investor,
(w)
a trust established by an accredited investor for the benefit of the accredited investor’s family members of which a majority of the trustees are accredited
investors and all of the beneficiaries are the accredited investor’s spouse, a former spouse of the accredited investor or a parent, grandparent, brother,
sister, child or grandchild of that accredited investor, of that accredited investor’s spouse or of that accredited investor’s former spouse.
* * * * * *
“permitted client” means:
(a) a Canadian financial institution, or a Schedule III bank,
(b) the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada),
(c) a subsidiary of any person referred to in paragraphs (a) or (b),
if the person owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary,
(d) a person or company registered under the securities legislation of a jurisdiction of Canada as an adviser, investment dealer, mutual fund dealer or exempt market dealer;
(e) a pension fund that is regulated by either the federal Office of the Superintendent of Financial Institutions or a pension commission or similar regulatory authority of a jurisdiction of Canada or a wholly-owned subsidiary of such a pension fund;
(f) an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) to (e);
(g) the Government of Canada or a jurisdiction of Canada, or any Crown corporation, agency or wholly-owned entity of the Government of Canada or a jurisdiction of Canada;
(h) any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government;
(i) a municipality, public board or commission in Canada and a metropolitan community, school board, the Comité de gestion de la taxe scolaire de l’île de Montréal or an intermunicipal management board in Québec;
(j)
a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a managed account managed by the trust company or trust corporation, as the case may be;
(k) a person or company acting on behalf of a managed account managed by the person or company, if the person or company is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction;
(l) an investment fund if one or both of the following apply: (i) the fund is managed by a person or company registered as an investment fund manager under the securities legislation of a jurisdiction of Canada; (ii) the fund is advised by a person or company authorized to act as an adviser under the securities legislation of a jurisdiction of Canada;
(m) in respect of a dealer, a registered charity under the Income Tax Act (Canada) that obtains advice on the securities to be traded from an eligibility adviser, as defined in section 1.1 of NI 45-106, or an adviser registered under the securities legislation of the jurisdiction of the registered charity;
(n) in respect of an adviser, a registered charity under the Income Tax Act (Canada) that is advised by an eligibility adviser, as defined in section 1.1 of NI 45-106, or an adviser registered under the securities legislation of the jurisdiction of the registered charity;
(o) an individual who beneficially owns financial assets, as defined in section 1.1 of NI 45-106, having an aggregate realizable value that, before taxes but net of any related liabilities, exceeds CAD$5 million;
(p) a person or company that is entirely owned by an individual or individuals referred to in paragraph (o),
who holds the beneficial ownership interest in the person or company directly or through a trust, the trustee of which is a trust company
or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable
legislation in a jurisdiction of Canada or a foreign jurisdiction;
a person or company, other than an individual or an investment fund, that has net assets of at least
CAD$25 million as shown on its most recently prepared financial statements; and
(r) a person or company that distributes securities of its own issue in Canada only to persons or
companies referred to in paragraphs (a) to (q). (NI 31-103, section 1.1).
* * * * * *
For purposes of the above definitions of “accredited investor” and “permitted client”:
“control person” means:
1.
in Ontario, Alberta, Newfoundland and Labrador, Nova Scotia and Saskatchewan:
(a)
a person or company who holds a sufficient number of the voting rights attached to all outstanding voting securities of an issuer to affect materially the control of the issuer, and, if a person or company holds more than 20 per cent of the voting rights attached to all outstanding voting securities of an issuer, the person or company is deemed, in the absence of evidence to the contrary, to hold a sufficient number of the voting rights to affect materially the control of the issuer, or
(b)
each person or company in a combination of persons or companies, acting in concert by virtue of an agreement, arrangement, commitment or understanding,
which holds in total a sufficient number of the voting rights attached to all outstanding voting securities of an issuer to affect materially the control
of the issuer, and, if a combination of persons or companies holds more than 20 per cent of the voting rights attached to all outstanding voting securities of
an issuer, the combination of persons or companies is deemed, in the absence of evidence to the contrary, to hold a sufficient number of the voting rights
to affect materially the control of the issuer;
2. in British Columbia and New Brunswick:
(a)
a person who holds a sufficient number of the voting rights attached to all outstanding voting securities of an issuer to affect materially the control of
the issuer, or
(b)
each person in a combination of persons, acting in concert by virtue of an agreement, arrangement, commitment or understanding, which holds in total a
sufficient number of the voting rights attached to all out-standing voting securities of an issuer to affect materially the control of the issuer,
(c)
and, if a person or combination of persons holds more than 20% of the voting rights attached to all outstanding voting securities of an issuer,
the person or combination of persons is deemed, in the absence of evidence to the contrary, to hold a sufficient number of the voting rights to affect
materially the control of the issuer;
3. in Prince Edward Island, Northwest Territories, Nunavut and the Yukon:
(a)
a person who holds a sufficient number of the voting rights attached to all outstanding voting securities of an issuer to affect materially the control
of the issuer, and if a person holds more than 20% of the voting rights attached to all outstanding voting securities of an issuer, the person is deemed,
in the absence of evidence to the contrary, to hold a sufficient number of the voting rights to affect materially the control of the issuer, or
(b)
each person in a combination of persons acting in concert by virtue of an agreement, arrangement, commitment or understanding, who holds in total
a sufficient number of the voting rights attached to all outstanding voting securities of an issuer to affect materially the control of the issuer,
and if a combination of persons holds more than 20% of the voting rights attached to all outstanding voting securities of an issuer, the combination of
persons is deemed, in the absence of evidence to the contrary, to hold a sufficient number of the voting rights to affect materially the control of the issuer;
4. in Quebec:
(a)
a person that, alone or with other persons acting in concert by virtue of an agreement, holds a sufficient number of the voting rights attached to
all outstanding voting securities of an issuer to affect materially the control of the issuer. If the person, alone or with other persons acting in concert
by virtue of an agreement, holds more than 20% of those voting rights, the person is presumed to hold a sufficient number of the voting rights to affect
materially the control of the issuer; and
5. in Manitoba:
(a)
a person or company who holds a sufficient number of the voting rights attached to all outstanding voting securities of an issuer to affect materially the control of the issuer,
(b)
each person or company, or combination of persons or companies acting in concert by virtue of an agreement, arrangement, commitment or understanding, that
holds in total a sufficient number of the voting rights attached to all outstanding voting securities of an issuer to affect materially the control of the
issuer, or
(c)
a person or company, or combination of persons or companies, that holds more than 20% of the voting rights attached to all outstanding voting securities
of an issuer, unless there is evidence that the holding does not affect materially the control of the issuer;
“director” means:
(a) a member of the board of directors of a company or an individual who performs similar functions for a company, and
(b) with respect to a person that is not a company, an individual who performs functions similar to those of a director of a company;
“eligibility adviser” means:
(a) a person that is registered as an investment dealer and authorized to give advice with respect to the type of security being distributed, and
(b)
in Saskatchewan or Manitoba, also means a lawyer who is a practicing member in good standing with a law society of a jurisdiction of Canada or a public
accountant who is a member in good standing of an institute or association of chartered accountants, certified general accountants or certified management
accountants in a jurisdiction of Canada provided that the lawyer or public accountant must not
(i) have a professional, business or personal relationship with the issuer, or any of its directors, executive officers, founders, or control
persons (as such term is defined in applicable securities legislation), and
(ii)
have acted for or been retained personally or otherwise as an employee, executive officer, director, associate or partner of a person that has acted for
or been retained by the issuer or any of its directors, executive officers, founders or control persons (as such term is defined in applicable securities
legislation) within the previous 12 months;
“executive officer” means, for an issuer, an individual who is
(a) a chair, vice-chair or president,
(b)
a vice-president in charge of a principal business unit, division or function including sales, finance or production, or
(c)
performing a policy-making function in respect of the issuer;
“financial assets” means
(a) cash,
(b)
securities, or
(c)
a contract of insurance, a deposit or an evidence of a deposit that is not a security for the purposes of securities legislation;
“founder” means, in respect of an issuer, a person who,
(a) acting alone, in conjunction, or in concert with one or more persons, directly or indirectly, takes the initiative in founding,
organizing or substantially reorganizing the business of the issuer, and
(b)
at the time of the distribution or trade is actively involved in the business of the issuer;
“fully managed account” means an account of a client for which a person makes the investment decisions if that person has full discretion to trade in
securities for the account without requiring the client's express consent to a transaction;
“investment fund” has the same meaning as in National Instrument 81-106 Investment Fund Continuous Disclosure;
“person” includes
(a) an individual,
(b)
a corporation,
(c)
a partnership, trust, fund and an association, syndicate, organization or other organized group of persons, whether incorporated or not, and
(d)
an individual or other person in that person's capacity as a trustee, executor, administrator or personal or other legal representative;
“offering memorandum” means a document, together with any amendments to that document, purporting to describe the business and affairs of an issuer that
has been prepared primarily for delivery to and review by a prospective purchaser so as to assist the prospective purchaser to make an investment decision in
respect of securities being sold in a distribution to which section 53 of the Securities Act (Ontario) would apply but for the availability of one or
more exemptions contained in Ontario securities laws, but does not include a document setting out current information about an issuer for the benefit of a
prospective purchaser familiar with the issuer through prior investment or business contacts,
“related liabilities” means
(a) liabilities incurred or assumed for the purpose of financing the acquisition or ownership of financial assets, or
(b)
liabilities that are secured by financial assets;
“Schedule III bank” means an authorized foreign bank named in Schedule III of the Bank Act (Canada);
“spouse” means, an individual who,
(a) is married to another individual and is not living separate and apart within the meaning of the Divorce Act (Canada), from the other individual,
(b)
is living with another individual in a marriage-like relationship, including a marriage-like relationship between individuals of the same gender, or
(c)
in Alberta, is an individual referred to in paragraph (a) or (b), or is an adult interdependent partner within the meaning of the Adult Interdependent
Relationships Act (Alberta);
“subsidiary” means an issuer that is controlled directly or indirectly by another issuer and includes a
subsidiary of that subsidiary.
