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V-1.1 - Securities Act

Section 15
Disposition versions

Full text
15. The Authority shall refuse to issue a receipt if it believes it should do so for one of the following reasons:
(1)  the prospectus or any document filed with it fails to comply with this Act or the regulations, contains any statement, promise, estimate or forward-looking information that is misleading, including through plain and simple omission, or contains a misrepresentation;
(2)  an unconscionable consideration has been paid or is intended to be paid for promotional purposes or for a service or the acquisition of property;
(3)  the proceeds from the distribution of the securities that are to be paid into the treasury of the issuer, together with other resources of the issuer, are insufficient to accomplish the purpose of the distribution stated in the prospectus;
(4)  the issuer cannot be expected to have the financial resources necessary to operate the business given the financial situation of the issuer, an officer, director or promoter of the issuer, the investment fund manager of the issuer, an officer or director of the investment fund manager of the issuer or a control person of the issuer or of the investment fund manager of the issuer;
(5)  the past conduct of the issuer, an officer, director or promoter of the issuer, the investment fund manager of the issuer, an officer or director of the investment fund manager of the issuer or a control person of the issuer or of the investment fund manager of the issuer is such that the business of the issuer may not be conducted with the integrity necessary to safeguard the interests of its security holders;
(6)  a person that has prepared or certified any part of the prospectus or is named as having prepared or certified a valuation or report in connection with the prospectus does not have the required competence or integrity; or
(7)  adequate arrangements have not been made for the holding in trust of the proceeds of the distribution pending the distribution of the securities.
1982, c. 48, s. 15; 1990, c. 77, s. 4; 2002, c. 45, s. 696; 2004, c. 37, s. 90; 2006, c. 50, s. 14.
15. The Authority shall refuse to issue a receipt if it believes it should do so for one of the following reasons:
(1)  the application is not accompanied with the documents prescribed by regulation;
(2)  the prospectus does not conform to this Act or the regulations;
(3)  the issuer is in contravention of this Act or a regulation thereunder;
(4)  the senior executives of the issuer, the persons whose holdings are sufficient to give them a determining influence over its affairs or the promotor of the venture do not appear to have the integrity necessary to safeguard the interests of its security holders;
(5)  the issuer does not appear to have the financial resources necessary to ensure the viability of its business;
(5.1)  where the issuer is not a joint-stock company, the structure of the business or venture for which the funds are solicited involves either serious conflicts of interest or an undue concentration of power in the hands of one person, without appropriate measures to counteract the effects thereof;
(5.2)  the board of directors or, where the issuer is not a joint-stock company, the corresponding organ, does not include at least two persons who are not members of the management or employees of the issuer or of companies of the same group;
(6)  the protection of investors requires it.
1982, c. 48, s. 15; 1990, c. 77, s. 4; 2002, c. 45, s. 696; 2004, c. 37, s. 90.
15. The Agency shall refuse to issue a receipt if it believes it should do so for one of the following reasons:
(1)  the application is not accompanied with the documents prescribed by regulation;
(2)  the prospectus does not conform to this Act or the regulations;
(3)  the issuer is in contravention of this Act or a regulation thereunder;
(4)  the senior executives of the issuer, the persons whose holdings are sufficient to give them a determining influence over its affairs or the promotor of the venture do not appear to have the integrity necessary to safeguard the interests of its security holders;
(5)  the issuer does not appear to have the financial resources necessary to ensure the viability of its business;
(5.1)  where the issuer is not a joint-stock company, the structure of the business or venture for which the funds are solicited involves either serious conflicts of interest or an undue concentration of power in the hands of one person, without appropriate measures to counteract the effects thereof;
(5.2)  the board of directors or, where the issuer is not a joint-stock company, the corresponding organ, does not include at least two persons who are not members of the management or employees of the issuer or of companies of the same group;
(6)  the protection of investors requires it.
1982, c. 48, s. 15; 1990, c. 77, s. 4; 2002, c. 45, s. 696.
15. The Commission shall refuse to issue a receipt if it believes it should do so for one of the following reasons:
(1)  the application is not accompanied with the documents prescribed by regulation;
(2)  the prospectus does not conform to this Act or the regulations;
(3)  the issuer is in contravention of this Act or a regulation thereunder;
(4)  the senior executives of the issuer, the persons whose holdings are sufficient to give them a determining influence over its affairs or the promotor of the venture do not appear to have the integrity necessary to safeguard the interests of its security holders;
(5)  the issuer does not appear to have the financial resources necessary to ensure the viability of its business;
(5.1)  where the issuer is not a joint-stock company, the structure of the business or venture for which the funds are solicited involves either serious conflicts of interest or an undue concentration of power in the hands of one person, without appropriate measures to counteract the effects thereof;
(5.2)  the board of directors or, where the issuer is not a joint-stock company, the corresponding organ, does not include at least two persons who are not members of the management or employees of the issuer or of companies of the same group;
(6)  the protection of investors requires it.
1982, c. 48, s. 15; 1990, c. 77, s. 4.
15. The Commission shall refuse to issue a receipt if it believes it should do so for one of the following reasons:
(1)  the application is not accompanied with the documents prescribed by regulation;
(2)  the prospectus does not conform to this Act or the regulations;
(3)  the issuer is in contravention of this Act or a regulation thereunder;
(4)  the senior executives of the issuer, the persons whose holdings are sufficient to give them a determining influence over its affairs or the promotor of the venture do not appear to have the integrity necessary to safeguard the interests of its security holders;
(5)  the issuer does not appear to have the financial resources necessary to ensure the viability of its business;
(6)  the protection of investors requires it.
1982, c. 48, s. 15.
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