Ontario Securities Commission Rule 14-501 Definitions

In a rule, unless otherwise defined in the rule…

“control person distribution” means a trade described in clause (c) of the definition of “distribution” in subsection 1(1) of the Act;

In a rule, unless otherwise defined in the rule…

“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 the purchase of, another security;

Lexata note: “convertible security” is also defined in s. 1.1(1) of NI 55-104; see also s. 1.7 of NI 62-104.

In a rule, unless otherwise defined in the rule…“executive officer” means an individual who is or at any time during the most recently completed financial year was

(a) a chair of the issuer, if that individual performed the functions of the office on a full time basis,

(b) a vice-chair of the issuer, if that individual performed the functions of the office on a full time basis,

(c) the president of the issuer,

(d) a vice-president of the issuer in charge of a principal business unit, division, or function such as sales, finance, or production,

(e) an officer of the issuer or any of its subsidiaries who performed a policy-making function in respect of the issuer, or

(f) any other person who performed a policy-making function in respect of the issuer;

Lexata note: also see the definition of “executive officer” in s. 1.1 of NI 51-102;

OSC Rule 14-501, s. 1.1(2):

In a rule, unless otherwise defined in the rule…“MD&A” means management’s discussion and analysis of financial condition and results of operations prepared in accordance with Ontario securities law;

NI 51-102 s. 1.1(1):

In this Instrument:…”MD&A” means a completed Form 51-102F1 Management’s Discussion & Analysis or, in the case of an SEC issuer, a completed Form 51-102F1 or management’s discussion and analysis prepared in accordance with Item 303 of Regulation S-K under the 1934 Act;

The definitions of “MD&A” in NI 52-109, NI 52-112 and proposed NI 51-107 cross-reference to the above definition in NI 51-102.

In a rule, unless otherwise defined in the rule…

“mutual fund dealer” means a person or company that is registered under the Act in the category of mutual fund dealer;

In a rule, unless otherwise defined in the rule…

“offering memorandum” means a 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 for a security being sold in a distribution to which section 53 of the Act would apply but for the availability of one or more of the exemptions contained in Ontario securities law 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;

In a rule, unless otherwise defined in the rule…

“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 established by 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;

Lexata note: also defined in s. 1.1 of NI 81-102.

In a rule, unless otherwise defined in the rule…

“principal shareholder”, if used to indicate a relationship with a person or company, means a person or company that is the direct or indirect beneficial owner of or exercises control or direction over more than 10 percent of any class or series of voting securities of the person or company;

In a rule, unless otherwise defined in the rule…

“special relationship”, when used in reference to a person or company in a special relationship with a reporting issuer, shall be interpreted in accordance with subsection 76(5) of the Act;

In a rule, unless otherwise defined in the rule…

“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;

Lexata note: also see NI 81-102 s. 1.1.

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 an underlying interest, other than a contract as defined for the purposes of the Commodity Futures Act;

Lexata note: “derivative” is also defined in s. 1(1) of the OSA and s. 1.1(1) of NI 55-104.

For the purposes of the Act, the regulations and the rules,…

“future-oriented financial information” has the meaning ascribed to the term “FOFI” in National Instrument 52-101 Future-Oriented Financial Information;

Lexata note: “future-oriented financial information” is also defined in s. 1.1 of NI 51-102.

For the purposes of the Act, the regulations and the rules,…

“non-redeemable investment fund” means an issuer

(a) whose primary purpose is to invest money provided by its securityholders;

(b) that does not invest for the purpose of exercising effective control, seeking to exercise effective control, or being actively involved in the management of the issuers in which it invests, other than other mutual funds or non-redeemable investment funds; and

(c) that is not a mutual fund.

Lexata note: also see the definition of non-redeemable investment fund in s. 1(1) of the OSC.