113Subject to the regulations, an issuer bid is exempt from sections 120 to 123 and section 125 if
(a)
the securities are purchased, redeemed or otherwise acquired in accordance with terms and conditions attaching to them that permit the purchase, redemption or acquisition of the securities by the issuer without the prior agreement of the owners of the securities, or if the securities are acquired to meet sinking fund or purchase fund requirements,
(b)
the purchase, redemption or other acquisition is required by the instrument creating or governing the class of securities or by the laws of the jurisdiction in which the issuer was incorporated, organized or continued,
(c)
the securities carry with them or are accompanied by a right of the owner of the securities to require the issuer to redeem or repurchase the securities and the securities are acquired pursuant to the exercise of the right,
(d)
the securities are acquired from a current or former employee of the issuer or of an affiliate of the issuer, and if there is a published market in respect of the securities,
(i)
the value of the consideration paid for any of the securities acquired does not exceed the market price of the securities at the date of the acquisition, determined in accordance with the regulations, and
(ii)
the aggregate number or, in the case of convertible debt securities, the aggregate principal amount of securities acquired by the issuer within a period of 12 months in reliance on the exemption provided by this paragraph does not exceed 5% of the securities of that class issued and outstanding at the beginning the period,
(e)
the bid is made through the facilities of an exchange recognized by the Commission for the purposes of this paragraph,
(f)
following the publication of a notice of intention in the form and manner prescribed by regulation, the issuer purchases securities in the normal course in the open market, including through the facilities of an exchange, if the aggregate number, or, in the case of convertible debt securities, the aggregate principal amount, of securities acquired by the issuer within a period of 12 months in reliance on the exemption provided by this paragraph does not exceed 5% of the securities of that class issued and outstanding at the beginning of the period,
(g)
all of the following conditions apply:
(i)
the issuer is not a reporting issuer;
(ii)
there is not a published market in respect of the securities that are the subject of the bid; and
(iii)
the number of holders of securities of the issuer is not more than 50, exclusive of holders who are in the employment of the issuer or an affiliate of the issuer, and exclusive of holders who were formerly in the employment of the issuer or an affiliate of the issuer and who while in that employment were, and have continued after the employment to be, security holders of the issuer,
(h)
all of the following conditions apply:
(i)
the number of holders of securities of the class subject to the bid whose last address as shown on the books of the issuer is in New Brunswick is fewer than 50;
(ii)
the securities held by such holders constitute, in the aggregate, less than 2% of the outstanding securities of that class;
(iii)
the bid is made in compliance with the laws of a jurisdiction that is recognized by the Commission for the purposes of this subparagraph; and
(iv)
all material relating to the bid that is sent by the offeror to holders of securities of the class that is subject to the bid is concurrently filed and is concurrently sent to all holders of such securities whose last address as shown on the books of the issuer is in New Brunswick, or