5. (1) Section 45 does not apply in respect of an agreement or arrangement between persons who are members of a class of persons who ordinarily engage in the business of dealing in securities or between such persons and the issuer of a specific security, in the case of a primary distribution, or the vendor of a specific security, in the case of a secondary distribution, if the agreement or arrangement has a reasonable relationship to the underwriting of a specific security.
Definition of “underwriting”
(2) For the purposes of this section, “underwriting” of a security means the primary or secondary distribution of the security, in respect of which distribution
(a) a prospectus is required to be filed, accepted or otherwise approved pursuant to a law enacted in Canada or in a jurisdiction outside Canada for the supervision or regulation of trade in securities; or
(b) a prospectus would be required to be filed, accepted or otherwise approved but for an express exemption contained in or given pursuant to a law mentioned in paragraph (a).
- R.S., 1985, c. C-34, s. 5;
- 1999, c. 2, s. 2;
- 2009, c. 2, s. 408.
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