Marginal note:Definitions
177. (1) The definitions in this subsection apply in this Part.
“adverse claim”
« opposition »
“adverse claim”, in respect of a security, includes a claim that a transfer was or would be wrongful or that a particular adverse person is the owner of or has an interest in the security.
“bearer”
« porteur »
“bearer” means the person who is in possession of a security that is payable to bearer or endorsed in blank.
“broker”
« courtier »
“broker” means a person who is engaged in whole or in part in the business of buying and selling securities and who, in the transaction concerned, acts for, or buys a security from, or sells a security to a customer.
“delivery”
« livraison » ou « remise »
“delivery” means voluntary transfer of possession.
“fiduciary”
« représentant »
“fiduciary” means a trustee, guardian, committee, curator, tutor, executor, administrator, representative of a deceased person, or any other person acting in a fiduciary capacity.
“fungible”
« fongibles »
“fungible”, in relation to securities, means securities of which any unit is, by nature or usage of trade, the equivalent of any other like unit.
“genuine”
« authentique »
“genuine” means free of forgery or counterfeiting.
“good faith”
« bonne foi »
“good faith”, with respect to a transaction, means honesty in fact in the conduct of the transaction.
“good faith purchaser”
« acquéreur de bonne foi »
“good faith purchaser”, with respect to a security in bearer form or order form or a security in registered form issued to the purchaser or endorsed to the purchaser or endorsed in blank, means a purchaser for value in good faith and without notice of any adverse claim who takes delivery of the security.
“holder”
« détenteur »
“holder” means a person who is in possession of a security that is issued or endorsed to the person or to bearer or in blank.
“issuer”
« émetteur »
“issuer” includes a cooperative that
(a) is required by this Act to maintain a securities register; or
(b) directly or indirectly creates fractional interests in its rights or property and issues securities as evidence of the fractional interests.
“overissue”
« émission excédentaire »
“overissue” means the issue of securities in excess of any maximum number of securities that the issuer is authorized by its articles or a trust indenture to issue.
“purchaser”
« acquéreur »
“purchaser” means a person who takes an interest in a security by sale, mortgage, hypothec, pledge, issue, reissue, gift or any other voluntary transaction.
“security” or “security certificate”
« valeur mobilière » ou « certificat de valeurs mobilières »
“security” or “security certificate” means a document issued by a cooperative that is
(a) in bearer, order or registered form,
(b) of a type commonly dealt in on securities exchanges or markets or commonly recognized in any area in which it is issued or dealt in as a medium for investment,
(c) one of a class or series or by its terms divisible into a class or series of documents, and
(d) evidence of an investment share, participation or other interest in or obligation of a cooperative,
but does not include
(e) a membership share or a document evidencing a membership share, or
(f) a member loan or a document evidencing a member loan.
“transfer”
« transfert »
“transfer” includes transmission by operation of law.
“trust indenture”
« acte de fiducie »
“trust indenture” means a trust indenture as defined in section 266.
“valid”
« valide »
“valid” means issued in accordance with the applicable law and the articles of the issuer, or validated under section 196.
Marginal note:Negotiable instruments
(2) Except when a transfer is restricted and noted on a security in accordance with subsection 183(2), a security is a negotiable instrument.
Marginal note:Registerable form
(3) A security is in registered form if it
(a) specifies a person who is entitled to the security or to the rights it evidences, and its transfer is capable of being recorded in a securities register; or
(b) bears a statement that it is in registered form.
Marginal note:Order form
(4) A debt obligation is in order form if, by its terms, it is payable to the order of a person specified with reasonable certainty in it or to a person to whom it is assigned.
Marginal note:Bearer form
(5) A security is in bearer form if it is payable to bearer according to its terms and not by reason of an endorsement.
Marginal note:Guarantor for issuer
(6) A guarantor for an issuer is deemed to be an issuer to the extent of the guarantee, whether or not the obligation is noted on the security.
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