Part 7 — Insider Trading
152 Interpretation
(a) "business combination" means an acquisition of all or
substantially all the property of one entity by another or an
amalgamation of 2 or more entities;
(b) "call" means an option, trans ferable by delivery, to demand
delivery of a specific number or amount of securities at a
fixed price within a specified time but does not include an
option or right to acquire securities of the cooperative that
granted the option or right to acquire;
(c) "insider" means
(i) a director or officer of a distributing cooperative,
(ii) a member who controls m ore than 10% of the voting
rights that may be exercised to elect or appoint a director
of a distributing cooperative,
(iii) a person who beneficially owns more than 10% of a
class or series of investment shares of a distributing
cooperative or who exercises control or direction over
more than 10% of the votes attached to a class or series
of investment shares of a distributing cooperative,
excluding a securities underwriter who owns investment
shares under an underwriting agreement while those
investment shares are in the course of a distribution to
the public,
(iv) a distributing cooperative that acquires investment
shares, except for the purpose of redemption, and
(v) a distributing coopera tive that acquires or sells
investment shares issued by any of its affiliates;
(d) "officer" means
(i) the chair of the board of directors, president,
vice-president, secretary, treasurer, comptroller, general
counsel, general manager, managing director or any
other individual who performs functions for an entity
similar to those normally performed by an individual
occupying any of those offices, and
(ii) each of the 5 highest pai d employees of a distributing
cooperative, including any individual referred to in
subclause (i);
(e) "put" means an option, transferable by delivery, to delive r a
specified number or amount of securities at a fixed price
within a specified time;
(f) "share" means an investment share that carries voting rights
under the articles or in the circumstances in which voting
rights are exercisable with respect to it under this Act, and
includes
(i) a security currently convertible into such an investment
share, and
(ii) currently exercisable options and rights to acquire such
an investment share or such a convertible security.
(2) For the purposes of this Part,
(a) a director or an officer, or an individual acting in a sim ilar
capacity, of an entity that is an insider of a distributing
cooperative is deemed to be an insider of the distributing
cooperative,
(b) a director or an officer, or an individual acting in a sim ilar
capacity, of an entity that is a subsidiary is deemed to be an
insider of its holding distributing cooperative,
(c) a person is deemed to benef icially own shares beneficially
owned by an entity controlled directly or indirectly by the
person,
(d) an entity is deemed to beneficially own shares beneficiall y
owned by its affiliates, and
(e) the acquisition or dispositio n 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.
(3) For the purposes of this Part, the sale of membership shares to
members or the making of a member loan to a cooperative is not a
distribution to the public.
(4) For the purposes of this Part, a director or an officer of an
entity, or an individual acting in a similar capacity, or a member or
a holder of a share of the entity who is a person referred to in
subsection (1)(c)(ii) or (iii) is deemed to have been an insider of the
distributing cooperative for the previous 6 months or for any
shorter period during which the person was a director, an officer,
such an individual or such a member or holder of a share of the
entity if
(a) the entity becomes an inside r of the distributing cooperative
or enters into a business combination with the distributing
cooperative, or
(b) the distributing cooperative becomes an insider of the ent ity
or enters into a business combination with the entity.