certificate of underwriter

securities underwriter [ security underwriter ]

(a) during a 60 day period from the day on which the underwriting agreement was signed, any share of a publicly traded class of formal equity that a dealer, acting as an underwriter pursuant to an underwriting agreement, owns;

of the outstanding shares or units of the issuer; (b) a person or company or a group of persons or companies is a substantial security holder of an issuer if that person or company or group of persons or companies owns beneficially, either individually or together or directly or indirectly, voting securities to which are attached more than 20 per cent of the voting rights attached to all the voting securities of the issuer for the time being outstanding, but in computing the percentage of voting rights attached to voting securities owned by an underwriter, there shall be excluded any voting securities acquired by the underwriter as such ...[+++] in a distribution of such securities but the exclusion ceases to have effect on completion or cessation of the distribution by the underwriter; (c) where a person or company or group of persons or companies owns beneficially, directly or indirectly, or pursuant to this paragraph is deemed to own beneficially, voting securities of an issuer, that person or company or group of persons or companies shall be deemed to own beneficially a proportion of voting securities of any other issuer that are owned beneficially, directly or indirectly, by the first mentioned issuer, which proportion shall equal the proportion of the voting securities of the first mentioned issuer that are owned beneficially, directly or indirectly, or that pursuant to this paragraph are deemed to be owned beneficially, by that person or company or group of persons or companies.

(4) Nothing in this Part precludes a foreign bank or an entity associated with a foreign bank from acquiring a substantial investment in a Canadian entity if the substantial investment is acquired in the course of a distribution to the public of shares or ownership interests in the Canadian entity by a securities underwriter so long as the securities underwriter holds the substantial investment for no longer than six months.

74 (1) Subject to subsection 78(2), where there is an underwriter, a prospectus shall contain a certificate in the prescribed form, signed by the underwriter or underwriters who, with respect to the securities offered by the prospectus, are in a contractual relationship with the issuer or security holder whose securities are being offered by the prospectus.