2102. Definitions

Or jump to a Series:

    1. The following terms have the meaning set out below when used in sections 2103 through 2117:

      “industry investor”

      Any of the following that hold a beneficial ownership interest in a Dealer Member or its holding company:

      1. a full-time officer or employee of the Dealer Member, or of a related company or affiliate of the Dealer Member, that conducts Dealer Member related activities.
      2. a spouse of an individual referred to in  clause (i) of this definition,
      3. an investment corporation, if:
        1. all of the individuals referred to in clause (i) of this definition collectively hold the majority of each class of voting securities of the investment corporation, or
        2. all of the beneficial owners of all other equity securities of the investment corporation are:
          1. individuals referred to in clauses (i) or (ii) of this definition,
          2. children of individuals referred to in clauses (i) and (ii) of this definition, or
          3. individuals and organizations that separately qualify as industry investors of a Dealer Member or its holding company,
      4. a family trust established and maintained for the benefit of individuals referred to in clauses (i) and (ii) of this definition or their children, if:
        1. all of the individuals referred to in clauses (i) or (ii) this definition collectively have full direction and control of the trust, including its investment portfolio and the exercise of voting and other rights of the trust’s investments, and
        2. all of the trust’s beneficiaries are:
          1. individuals referred to in clauses (i) or (ii) of this definition,
          2. children of individuals referred to in clauses (i) and (ii) of this definition, or
          3. individuals and organizations that separately qualify as industry investors of the Dealer Member or its holding company,
      5. a registered retirement savings plan, established under the Income Tax Act (Canada), of an individual referred to in clauses (i) or (ii) of this definition if that individual has control of its investment policy and has the only beneficial ownership interest in the registered savings plan,
      6. the Dealer Member’s pension fund if the investment decisions relating to that pension fund are made by the individuals referred to in clause (i) of this definition,
      7. an estate of an individual referred to in clauses (i) or (ii) of this definition for one year after the death of the individual, or such longer period allowed by the applicable District Council, or
      8. any individual or organization, for a period of 90 days, or such longer period as IIROC may permit, after:
        1. the date the individual is no longer an employee of the Dealer Member, its related company or affiliate, in the case of an individual that previously qualified as an industry investor under clause (i) of this definition, or
        2. the person through whom the individual or organization previously qualified as an industry investor is no longer an employee of the Dealer Member, its related company or affiliate, in the case of individuals and organizations that previously qualified as an industry investor under clauses (ii) through (v) of this definition.

      An industry investor must be approved by the board of directors of the Dealer Member or its holding company. The industry investor must also be approved by the applicable District Council if the industry investor has a significant equity interest in the Dealer Member or its holding company.

      “qualified independent underwriter”

      For a distribution of a Dealer Member’s securities or its holding company’s securities, it means another Dealer Member:

      1. which has been in the securities business for no less than the five years immediately preceding the date that the prospectus (or other equivalent document) is filed,
      2. where, as of the distribution date, the majority of its board of directors (if a corporation) or the majority of its general partners (if a partnership), have been in the securities business for no less than the five years immediately preceding the distribution date,
      3. which has underwritten public offerings of securities for no less than the five years immediately preceding the distribution date, and
      4. which is not an associate or affiliate of the issuing entity.  

      “significant equity interest”

      1. A holding of 10% or more of the voting securities of a Dealer Member or its holding company,
      2. a holding of 10% or more of the outstanding participating securities of a Dealer Member or its holding company, or
      3. an interest of 10% or more of the total equity of the Dealer Member.

    There is no history log for this rule.