ANNEX A
“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)
(a) Any insurance company as defined in Section 2(a)(13) of the Securities Act;
(b)
Any investment company registered under the Investment Company Act of 1940, as amended (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)
(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 subparagraph (1)(d) or (e) 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, as amended (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, or Massachusetts or similar
business trust; and
(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 (17 CFR 230.501(a)), of a type
not listed in subparagraphs (1)(a) through (i) or paragraphs (a)(2)through (4) 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:
(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:
i. 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.
ii. 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 the foregoing
definition.
iii. 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.
iv.
“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”:
i.
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;
ii.
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;
iii.
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;
iv.
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;
v.
Any agency or branch of a U.S. person located outside the United States if:
(a)
a. The agency or branch operates for valid business reasons; and
(b)
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
vi.
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 this definition, “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) Any legal entity that is a not a retail investor in the European Economic Area. 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 2002/92/EC (as amended or superseded, the “Insurance Mediation 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 Directive 2003/71/EC (as amended or superseded, the “Prospectus Directive”);
or
(2) Any entity outside the United States and the European Economic Area to whom the offers related to any new notes related
to the exchange of the Old Notes may be made in compliance with any applicable laws and regulations.
For purposes of the Exchange Offer, the following are deemed not to be “non-U.S. qualified offerees”:
i. Any holder to whom any new notes related to the exchange of Old Notes have been publicly offered, sold or advertised,
directly or indirectly, in or from Switzerland;
ii. Any holder that is an Italian resident or person located in the Republic of Italy;
iii. Any holder in France, other than (i) persons providing investment services relating to portfolio management for the
account of third parties and/or (ii) qualified investors (investisseurs qualifiés) acting for their own account, all as
defined in, and in accordance with, Articles L.411-1, L. 411 2 and D. 411-1 to D.411-3 of the
Code monétaire et financier;
iv. Any holder in Germany that is not a qualified investor, as defined in the German Securities Prospectus Act
(Wertpapierprospektgesetz);
v. Any holder in the United Kingdom, unless such holder is either (i) an investment professional within the meaning of
Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005
(the “Financial Promotion Order”), (ii) a high net worth entity as defined in the Financial Promotion Order or
(iii) another person to whom the offer may lawfully be communicated falling within Article 49(2)(a) to (e) of the Financial
Promotion Order or Article 43 of the Financial Promotion Order;
vi. Any holder in Ireland that is not a “qualified investor”, as defined in the Irish Prospectus (Directive 2003/71/EC)
Regulations 2005;
vii. Any holder in Norway that is not also registered as a professional investor
(“profesjonell investor”) with the
Oslo Stock Exchange;
viii. Any holder in Hong Kong that is not a “professional investor” within the meaning of the Securities and Futures
Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder; and
ix. Any holder in Singapore that is not an institutional investor under Section 274 of the Securities and Futures Act,
Chapter 289 of Singapore.
ANNEX B
“accredited investor” as defined
under National Instrument 45-106 –
Prospectus Exemptions
means:
(a)
except in Ontario, a Canadian
financial institution, or a Schedule III bank,
(b)
except in Ontario, the Business
Development Bank of Canada incorporated under the Business
Development Bank of Canada Act (Canada),
(c)
except in
Ontario, 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)
except in Ontario, 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)
except in
Ontario, 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)
except in Ontario, 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)
except in Ontario, any national,
federal, state, provincial, territorial or municipal government of or in any
foreign jurisdiction, or any agency of that government,
(i)
except in
Ontario, 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 CAD$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 CAD$5,000,000,
(k)
an
individual whose net income before taxes exceeded CAD$200,000 in each of the 2
most recent calendar years or whose net income before taxes combined with that
of a spouse exceeded CAD$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
CAD$5,000,000,
(m)
a person, other than an individual
or investment fund, that has net assets of at least CAD$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), or 2.19 (Additional
investment in investment funds), or (iii) a person described in
paragraph (i) or (ii) that acquires or acquired securities under section 2.18 (Investment
fund reinvestment),
(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; or
(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.
An “accredited investor” as defined in Section 73.3(1) of the Securities Act (Ontario) means:
(a)
a financial
institution described in paragraph 1, 2 or 3 of subsection 73.1(1),
(b)
the Business Development Bank of
Canada,
(c)
a subsidiary of
any person or company referred to in clause (a) or (b), if the person or company
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 province or territory of Canada as an
adviser or dealer, except as otherwise prescribed by the regulations,
(e)
the Government of
Canada, the government of a province or territory of Canada, or any Crown
corporation, agency or wholly owned entity of the Government of Canada or of the
government of a province or territory of Canada,
(f)
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 Quebec,
(g)
any national, federal, state,
provincial, territorial or municipal government of or in any foreign
jurisdiction, or any agency of that government,
(h)
a pension fund that is regulated
by either the Office of the Superintendent of Financial Institutions (Canada) or
a pension commission or similar regulatory authority of a province or territory
of Canada,
(i)
a person
or company that is recognized or designated by the Commission as an accredited
investor, or
(j)
such other
persons or companies as may be prescribed by the regulations.
A “permitted client” as defined
under National Instrument 31-103 - Registration Requirements, Exemptions And
Ongoing Registrant Obligations 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 or company referred to in paragraph (a) or (b), if the person or
company owns all of the voting securities of the subsidiary, except the voting
securities required by law to be owned by directors of the 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 National Instrument 45-106
- Prospectus Exemptions, 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 National Instrument 45-106 Prospectus
Exemptions, 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 National Instrument 45-106 Prospectus
Exemptions, 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;
(q)
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; or
(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);
Where:
"bank” means a bank named in Schedule I or II of the Bank Act (Canada);
"Canadian financial institution” means:
(a)
an association governed by the Cooperative Credit Associations Act
(Canada) or a central cooperative credit society for which an order has been
made under section 473(1) of that Act; or
(b) a
bank, loan corporation, trust company, trust corporation, insurance company,
treasury branch, credit union, caisse populaire, financial services cooperative,
or league that, in each case, is authorized by an enactment of Canada or a
jurisdiction of Canada to carry on business in Canada or a jurisdiction of
Canada;
“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; 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 within the previous 12 months;
“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;
“foreign jurisdiction” means a country other than Canada or a political
subdivision of a country other than Canada;
“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;
“jurisdiction” means a province or territory of Canada except when used
in the term “foreign jurisdiction”;
“local jurisdiction” means, in a national instrument adopted or made by a
Canadian Securities regulatory authority, the jurisdiction in which the Canadian
securities regulatory is situated;
“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;
“regulator” means, for the local jurisdiction, the person referred to in
Appendix D of National Instrument 14-101 – Definitions;
“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);
“securities legislation” means, for the local jurisdiction, the statute
and other instruments listed in Appendix B of National Instrument 14-101 –
Definitions;
“securities regulatory authority” means, for the local jurisdiction, the
securities commission or similar regulatory authority listed in Appendix C of
National Instrument 14-101 – Definitions;
“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; and
“voting security” means a security of an issuer that is not a debt
security carrying a voting right either under all circumstances or under some
circumstances that have occurred and are continuing.
An issuer is considered to be affiliated with another issuer if:
(a)
one of them is the subsidiary of the other; or
(b)
each of them is controlled by the same person.
A person is considered to beneficially own securities that:
(a)
for the purposes of Saskatchewan, British Columbia, Nova Scotia,
Newfoundland and Labrador, and Prince Edward Island securities law, are
beneficially owned by:
(i)
an entity controlled by that person; or
(ii)
an affiliate of that person or an affiliate of an entity controlled by
that person.
(b) for
the purposes of Alberta securities law, are beneficially owned by:
(i)
a company controlled by that person or an affiliate of that company;
(ii)
an affiliate of that person; or
(iii) through a trustee, legal representative, agent or
other intermediary of that person.
(c)
for the purposes of Ontario, Manitoba and New Brunswick securities law,
are beneficially owned by
(i)
an entity controlled by the person or by an affiliate of such entity; or
(ii)
an affiliate of that person;
A person (first person) is considered to control another person (second person)
if:
(a)
the first person, directly or indirectly, beneficially owns or exercises
control or direction over securities of the second person carrying votes which,
if exercised, would entitle the first person to elect a majority of the
directors of the second person, unless that first person holds the voting
securities only to secure an obligation;
(b) the
second person is a partnership, other than a limited partnership, and the first
person holds more than 50% of the interests of the partnership; or
(c)
the second person is a limited partnership and the general partner of the
limited partnership is the first person.