Sec. R14-4-149 - Exemption from Registration for Offers Made in Connection with a Pending Application

§ R14-4-149. Exemption from Registration for Offers Made in Connection with a Pending Application

A. If all of the following apply, offers made in accordance with the requirements under U.S. Securities and Exchange Commission rule 134, 17 CFR 230.134(2006), rule 255, 17 CFR 230.255(2005), or rule 430, 17 CFR 230.430(2005), which are incorporated by reference and contain no later editions or amendments, shall be added to the class of transactions exempt under A.R.S. § 44-1844.

1. The issuer has applied for registration of the securities to which the offers relate under the Securities Act of 1933, or the securities are exempt from registration under that act.

2. The issuer has filed with the Commission an application for registration of the securities to which the offers relate, or the issuer has filed a notice under A.R.S. § 44-1843.01(B).

3. The issuer, or any of its predecessors, affiliates, directors, officers, general partners, or individuals holding a similar position of leadership, or beneficial owners of 10 percent or more of any class of its equity securities do not fall within any of the disqualification provisions of A.R.S. § 44-1901(G)(1) through (6).

4. The issuer is not applying for registration under A.R.S. § 44-1902.

5. The offering is not of a blind pool as defined in A.R.S. § 44-1801(1).

6. The offering is not of speculative or high risk securities as defined by R14-4-118(C).

7. No part of the purchase price is received until the securities are registered in Arizona, or the exemption under A.R.S. § 44-1843.01(B) is effective.

8. An indication of interest in response to an offer made under this Section involves no obligation or commitment of any kind.

B. Copies of the incorporated material are available from the Commission and the Superintendent of Documents, Government Printing Office, Washington, D.C., 20402. Copies are also available at http://www.gpoaccess.gov/cfr/index.html.

(New Section made by final rulemaking at 10 A.A.R. 363, effective March 8, 2004 (Supp. 04-1). Amended by final rulemaking at 12 A.A.R. 2512, effective August 19, 2006 (Supp. 06-2).)

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