[Apr. The 401(k) plan permits both employer and employee contributions to be invested through a self-directed “brokerage window.” If the 401(k) plan does not prohibit employee contributions to be invested in employer securities through the “brokerage window,” would this involve an offer of employer securities requiring Securities Act registration? Water (Scotland) Act 1980) in exercise of the power conferred by section 1 of the [1985 c. (3) If a person's registration has been expired for longer than ninety (90) days but less than two years, the person may renew the registration by filing a renewal application with the Commissioner and paying to the Board all unpaid renewal fees and a fee that is equal to the original application fee for the registration. N. "Investment adviser" includes a person who, for compensation, engages in the business of advising another, either directly or through publications or writings, with respect to the value of securities or to the advisability of investing in, purchasing, or selling securities or a person who, for compensation and as part of a regular business, issues or adopts analyses or a report concerning securities, as may be further defined by Board rule. E. Applicability. It shall be the duty of the Securities Commissioner and the Attorney General to see that its provisions are at all times obeyed and to take such measures and to make such investigations as will prevent or detect the violation of any provision thereof. Question: An issuer has closed a blind pool/blank check offering. [Nov. 26, 2008], 239.08 An issuer may extend the exercise period for warrants and/or reduce the warrant exercise price through the filing and issuance of an appropriate Rule 424(b) prospectus supplement prior to the initial expiration date of the warrants. When must the issuer file a post-effective amendment to its registration statement pursuant to Securities Act Rule 419(d) to describe an operating business that will be acquired? [Nov. 26, 2008]. Furthermore, given the time proximity between the merger and reorganization, New Company B could be viewed as the issuer of the notes. The sale by a registered dealer of outstanding securities provided that: (1) Such securities form no part of an unsold allotment to or subscription by such dealer as a participant in the distribution of such securities by the issuer thereof; and, (2) Securities of the same class, of the same issuer, are outstanding in the hands of the public; and, (3) Such securities are offered for sale, in good faith, at prices reasonably related to the current market price of such securities at the time of such sale; and, (4) No part of the proceeds of such sale are paid directly or indirectly to the issuer of such securities; and, (5) Such sale is not directly or indirectly for the purposes of providing or furthering any scheme to violate or evade any provision of this Act; and, (6) The right to sell or resell such securities has not been enjoined by any court of competent jurisdiction in this State by proceedings instituted by an officer or agency of this State charged with enforcement of this Act; and, (7) The right to sell such securities has not been revoked or suspended by the Commissioner under any of the provisions of this Act, or, if so, revocation or suspension is not in force and effect; and, (8) At the time of such sale, the issuer of such securities shall be a going concern actually engaged in business and shall then be neither in an organization stage nor in receivership or bankruptcy; and. (4) If a person's registration has been expired for two years or more, the person may not renew the registration. The Water Industry Act 1991 (c. 56) is an Act of the United Kingdom Parliament consolidating previous enactments relating to the water supply and the provision of wastewater services in England and Wales. Question: When securities are exchanged for other securities of the issuer under Section 3(a)(9), do the securities received assume the character of the exchanged securities? If it appears to the Commissioner at any time that an investment adviser or investment adviser representative is engaging or is likely to engage in fraud or a fraudulent practice with respect to rendering services as an investment adviser or investment adviser representative or that a person is acting as an investment adviser or investment adviser representative in violation of this Act, the Commissioner may hold a hearing not later than the 30th day after the date on which the person receives actual notice or is provided notice by registered or certified mail, return receipt requested, to the person's last known address. A. These financial statements shall reflect the financial condition of the issuer as of a date not more than ninety (90) days prior to the date of such filing with the Commissioner; (7) A copy of the prospectus, if any, describing such securities; (8) Filing of a consent to service of process conforming to the requirements of Section 8 of this Act, if the issuer is registering the securities and is not a resident of this state or is not incorporated under the laws of this state. (C) A pleading filed in accordance with Subsection (b) operates as a stay of the commencement or continuation of a proceeding to recognize or enforce a foreign country judgment. Damages. 225.04 Company A agreed to buy 80% of Company B’s common stock conditioned on the success of Company A’s tender offer for Company B’s outstanding convertible debentures. Also, the registration of a secondary offering under such circumstances may call into question whether the offering is a genuine secondary. The Commissioner may provide assistance by using the authority to investigate and any other power conferred by this section as the Commissioner determines is necessary and appropriate. At the time of filing the registration statement, the purchasers in the private placement must be irrevocably bound to purchase the securities subject only to the filing or effectiveness of the registration statement or other conditions outside their control, and the purchase price must be established at the time of the private placement. On renewal of the registration on the new expiration date, the total registration renewal fee is payable. (5) At least thirty (30) days before the expiration of a person's registration, the Commissioner shall send to the person at the person's last known address according to the records of the Board a written notice of the impending expiration of the registration. The Commissioner may, at the Commissioner's discretion, disclose any confidential information in the Commissioner's possession to any governmental or regulatory authority or association of governmental or regulatory authorities approved by Board rule or to any receiver appointed under Section 25-1 of this Act. The evidence of registration shall be in such form as the Commissioner shall determine. 1 page) Ask a question Section 18, Water Industry Act 1991 Toggle Table of Contents Table of Contents. Must the registrant disclose in the registration statement that it used a third party expert for this purpose? Question: If an issuer plans to conduct an intrastate offering pursuant to the Section 3(a)(11) exemption, may the issuer engage in general advertising or a general solicitation? [Nov. 26, 2008], 239.11 The Liability Risk Retention Act of 1986 contains exemptions from the registration provisions of Section 5 of the Securities Act and Section 12 of the Exchange Act for interests in a “risk retention group.” A risk retention group is a corporation the primary activity of which is to assume and spread all or a portion of the liability exposure of its members, if certain conditions are met. Canadian law will currently tax the disposition of shares in a Canadian enterprise through a business combination, but provides an exemption where the consideration is paid in securities of another Canadian issuer. A: It depends on the extent of the employer company’s involvement. In the event such proposed or existing company shall fail within two (2) years to sell the minimum amount of capital necessary under the escrow agreement, the Commissioner may authorize, and the bank or trust company shall return to the subscribers, upon receipt of such authority from the Commissioner, that portion of the funds which were deposited or escrowed under such escrow agreement; provided, however, that any securities held by such bank or trust company under the escrow agreement shall be returned to the corporation only after the bank or trust company has received evidence of cancellation thereof from the issuer. (3) The amount of the offer to a buyer who still owns the security shall be the amount (excluding costs and attorney's fees) he would recover on rescission under Section 33D(1). A. F. The issue in good faith of securities by a company to its security holders, or creditors, in the process of a bona fide reorganization of the company made in good faith, or the issue in good faith of securities by a company, organized solely for the purpose of taking over the assets and continuing the business of a predecessor company, to the security holders or creditors of such predecessor company, provided that in either such case such securities are issued in exchange for the securities of such holders or claims of such creditors, or both, and in either such case security holders or creditors do not pay or give or promise and are not obligated to pay or give any consideration for the securities so issued other than the securities of or claims against said company or its predecessor then held or owned by them. C. Each application shall be accompanied by certificates or other evidences satisfactory to the Commissioner establishing the good reputation of the applicant, his directors, officers, copartners or principals. (a) the terms of the offer, as determined pursuant to Paragraph (3) above, which shall be given (i) so far as practicable in terms of a specified number and kind of securities and a specified rate of interest for a period starting at a specified date, and (ii) so far as necessary, in terms of specified elements known to the offeree but not the offeror, which are subject to the furnishing of reasonable evidence by the offeree. The filing of the registration statement does not eliminate the company’s ability to conduct a concurrent private offering, whether it is commenced before or after the filing of the registration statement. A. The provisions of Section 24 of this Act as to hearing shall be applicable to an order issued hereunder. Question: After filing a Form S-3ASR that relied on the pay-as-you-go provisions in Securities Act Rule 456(b), an issuer filed a Securities Act Rule 424 prospectus supplement to reflect a completed takedown. Water (Fluoridation) Act 1985; and (b) in relation to a supply of such water by a water undertaker, the reference to the water undertakers concerned shall have effect as references to the water undertaker and the water authority concerned. In applying the standards of this Act, the Commissioner may waive or relax any restriction or requirement in the Board's rules that, in his opinion, is unnecessary for the protection of investors in a particular case. H. If a limited partnership, either a copy of its Articles of Copartnership or a verified statement of the plan of doing business. Answer: Yes. 4, 2011]. The company complies with Rule 415(a)(4). C. Repealed. I. Offers may continue during this time; however, if the prospectus is used to make offers, it should not be materially deficient. [Nov. 26, 2008], 201.01 A sale and leaseback arrangement may constitute an investment contract, depending on the terms of the transaction and the extent to which there are related arrangements (such as arrangements relating to financial or management services). If any person or company should take exception to the action of the Commissioner in failing or refusing to register and issue certificate for a dealer or investment adviser or evidence of registration for an investment adviser representative or agent under Section 15 or 18 of this Act, in issuing an order under Section 23 or 23-2 of this Act, or in any other particular where this Act specifies no other procedure, the complaining party may request a hearing before the Commissioner or before a hearings officer as now or hereafter required by law. Question: A company privately placed convertible securities in reliance on the exemption provided by Section 4(2). Question: Must offers and sales be suspended during the waiting period of a post-effective amendment to an effective registration statement? Section 2. The staff viewed the merger and reorganization as one transaction in which New Company B’s corporate structure, operations and financial condition might differ materially from Company B’s. [Nov. 26, 2008], 239.03 A typical non-qualified deferred compensation plan permits an employee to defer compensation over a set dollar amount. Title. G. Survivability of Actions. ... money instruments like Federal Government securities, treasury bills, treasury or savings certificates, ... [1991 No. I. The investor must be irrevocably bound to purchase a set number of securities for a set purchase price that is not based on market price or a fluctuating ratio, either at the time of effectiveness of the resale registration statement or at any subsequent date. [Nov. 26, 2008]. under section 5 of the Securities Industry (Central Depositories) Act 1991 [Act 453]— (a) to establish and operate a system for the central handling of securities, whether or not listed on any stock exchange— (i) whereby all such securities are deposited with and held in custody by, or registered in the name of, Company A proposes to complete the acquisition by means of a reverse statutory merger whereby Company B will become an indirect wholly-owned subsidiary of Company A. Shareholders will receive an information statement containing the information required to be provided by Regulation 14C and Rule 13e-3. (2) an agent and investment adviser representative. "Mortgage" shall be deemed to include a deed of trust to secure a debt. The issuer may not permit the exercise of such modified warrants, however, unless a current prospectus under Section 10(a)(3) with respect to the shares underlying the warrants is delivered. C. Untruth or Omission. For this purpose, the Commissioner may require, by subpoena or summons issued by the Commissioner, the attendance and testimony of witnesses and the production of all records, whether maintained by electronic or other means, relating to any matter which the Commissioner has authority by this Act to consider or investigate, and may sign subpoenas, administer oaths and affirmations, examine witnesses and receive evidence; provided, however, that all information of every kind and nature received in connection with an investigation and all internal notes, memoranda, reports, or communications made in connection with an investigation shall be treated as confidential by the Commissioner and shall not be disclosed to the public except under order of court for good cause shown. Of any such separate Rule 131 securities would be a Form of solicitation, registration would used... 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