TSX Company Manual:

TSX Company Manual
Part I Introduction
Part II Why List on the Toronto Stock Exchange?
Part III Original Listing Requirements
Part IV Maintaining a Listing — General Requirements
Part V Special Requirements for Non-Exempt Issuers
Part VI Changes in Capital Structure of Listed Issuers
Part VII Halting of Trading, Suspension and Delisting of Securities
Part VIII Fees Payable by Listed Companies
Part IX Dealing with the News Media
Part X Special Purpose Acquisition Corporations (SPACs)
Part XI Requirements Applicable to Non-Corporate Issuers
Provisions Respecting Conflict of Interest and Competitors of TMX Group Limited
Forms
Appendices
Notices of Approval
Requests for Comments
Staff Notices to Applicants, Listed Issuers, Securities Lawyers and Participating Organizations
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Location: TSX Company Manual > Part VI Changes in Capital Structure of Listed Issuers > B. Distributions of Securities of a Listed Class > Sec. 612. Securities Issued to Registered Charities

Sec. 611. Acquisitions C. Security Based Compensation Arrangements

Sec. 612. Securities Issued to Registered Charities

(a) Subject to Subsection 612(b), listed issuers may issue securities for no cash consideration to registered charities as defined under the Income Tax Act (Canada).
(b) Security holder approval will be required in those instances where the number of listed securities issued or issuable:
i) to one registered charity exceeds 2% of the number of securities of the listed issuer which are outstanding, on a non-diluted basis, prior to the date of the issuance; or
ii) in a 12 month period in the aggregate exceeds 5% of the number of securities of the listed issuer which are outstanding, on a non-diluted basis at the beginning of that 12 month period.
(c) Options, rights, warrants or other convertible securities granted or issued to registered charities may not be exercisable at a price lower than the market price of the underlying security at the time of the grant or issue.

Sec. 611. Acquisitions C. Security Based Compensation Arrangements

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