137. Definitions
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(1) In this Part—
“form of proxy” means a written or printed form that, upon completion and signature by or on behalf of a shareholder, becomes a proxy;
“proxy” means a completed and signed form of proxy by means of which a shareholder appoints a proxy holder to attend and act on his or her behalf at a meeting of shareholders;
“registrant” means a broker or dealer required to be registered to trade or deal in shares or debentures under the law of any jurisdiction;
“solicit” or “solicitation” includes, subject to subsection (2) —
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(a) a request for a proxy, whether or not accompanied with or included in a form of proxy;
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(b) a request to execute or not to execute a form of proxy or to revoke a proxy; and
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(c) the sending of a form of proxy or other communication to a shareholder under circumstances reasonably calculated to result in the procurement, withholding or revocation of a proxy;
“solicitation by or on behalf of the management of a company” means a solicitation by any person under a resolution or instructions of, or with the acquiescence of, the directors or a committee of directors of the company concerned.
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(2) The term “solicit” or “solicitation” does not include—
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(a) the sending of a form of proxy in response to an unsolicited request made by or on behalf of a shareholder;
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(b) the performance of administrative acts or professional services on behalf of a person soliciting a proxy;
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(c) the sending by a registrant of the documents referred to in section 146; or
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(d) a solicitation by a person in respect of shares of which he or she is the beneficial owner.
Proxy Holders