441-065-0070 - Definitions

441-065-0070. Definitions

The following definitions are adopted for the purposes of OAR 441-065-0060 through 441-065-0225:

(1) "Accredited Investor" means a person as defined in OAR 441-035-0010.

(2) "Affiliate" means a person that directly or indirectly controls, is controlled by, or is under common control with, the person specified.

(3) "Aggregate Offering Price" means the sum of all cash, services, property, notes, cancellation of debt, or other consideration to be received by an issuer for issuance of its securities. Where securities are being offered for both cash and non-cash consideration, the aggregate offering price shall be based on the price at which the securities are offered for cash. Any portion of the aggregate offering price attributable to cash received in a foreign currency shall be translated into United States currency at the currency exchange rate in effect at a reasonable time prior to or on the date of the sale of the securities. If securities are not offered for cash, the aggregate offering price shall be based on the value of the consideration established by bona fide sales of that consideration made within a reasonable time, or, in the absence of sales, on the fair value as determined by an accepted standard. Such valuations of non-cash consideration must be reasonable at the time made.

(4) "Effective Date of Registration" means the date an issuer is authorized to sell securities under an order of registration issued by the Director.

(5) "Employee Benefit Plan" means an employee benefit plan as defined by 17 CFR 230.405 or 17 CFR 230.701.

(6) "Executive Officer" means the president, any vice president in charge of a principal business unit, division or function (such as administration, sales or finance), any other officer who performs a policy making function, or any other person who performs similar policy making functions for the issuer. Executive officers of subsidiaries may be deemed executive officers of the issuer if they perform policy making functions for the issuer.

(7) "Issuer" shall have the meaning given it in ORS 59.015, except that in the case of a proceeding under the Federal Bankruptcy Code (11 USC 101 et seq. amended through 2017), the trustee or debtor in possession shall be considered the issuer in an offering under a plan of reorganization, if the securities are to be issued under the plan.

(8)

(a) "Permitted Oregon Purchaser" means any person who at the time of sale is or who the issuer reasonably believes is:

(A) A natural person who purchases the security for cash, marketable securities or both at least $10,000 of the securities offered, provided the purchase does not exceed ten percent of the purchaser's net worth at the time of purchase;

(B) A natural person who purchases the securities for cash, marketable securities or both provided:

(i) The purchaser's personal income exceeded $70,000 in each of the two most recent years;

(ii) The purchaser reasonably expects their personal income to exceed $70,000 in the current year; and

(iii) The amount purchased does not exceed ten percent of the purchaser's personal income for the most recent year.

(C) A partnership, corporation, trust or other entity in which all of the equity owners, or holders of beneficial interests in the case of a trust, satisfy the requirements of paragraph (A) or (B) of this section and the amount invested by the entity would be allowable as an individual purchase by each person under the same subsections.

(b) In subsection (a), the net worth and personal income of the purchaser's spouse may be included in determining whether a purchaser is a "Permitted Oregon Purchaser."

(9) "Purchaser Representative" means any person who satisfies all of the following conditions or who the seller reasonably believes satisfies all of the following conditions:

(a) The person is not an affiliate, director, officer or other employee of the issuer, beneficial owner of ten percent or more of any class of the equity securities or ten percent or more of the equity interest in the issuer, except where the purchaser is:

(A) A relative of the purchaser representative by blood, marriage or adoption and not more remote than a first cousin;

(B) A trust or estate in which the purchaser representative and any persons related to the purchaser representative, as specified in paragraph (a)(A) or (C) of this section, collectively have more than 50 percent of the beneficial interest (excluding contingent interest) or of which the purchaser representative serves as trustee, executor, or in any similar capacity; or

(C) A corporation or other organization of which the purchaser representative and any persons related to the purchaser representative, as specified in paragraph (a)(A) or (B) of this section, collectively are the beneficial owners of more than 50 percent of the equity securities (excluding directors' qualifying shares) or equity interest.

(b) The person has such knowledge and experience in financial and business matters that the person is capable of evaluating alone, or together with other purchaser representatives of the purchaser, or together with the purchaser, the merits and risks of the prospective investment;

(c) The purchaser representative is acknowledged by the purchaser in writing, during the course of the transaction, to be the purchaser representative in connection with evaluating the merits and risks of the prospective investment; and

(d) The purchaser representative discloses to the purchaser in writing a reasonable time prior to the sale of the securities any material relationship between the purchaser representative or affiliates and the issuer or its affiliates as well as any compensation involved that:

(A) Exists presently;

(B) Existed within two years; or

(C) Is planned.

(10) "Sophisticated Purchaser" means any person, acting alone or with a Purchaser Representative, that has, or that the issuer reasonably believes has, sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of the proposed investment.

(11) "Suitable Purchaser" means any person who purchases the securities of the issuer through a licensed broker-dealer on a solicited basis.

(12) "Termination of the Offering" means the earlier of:

(a) The expiration of an order of registration issued by the Director;

(b) A written notice of termination filed with the Director; or

(c) The date of a final order by the Director revoking the order of registration under ORS 59.105.

(CC 9-1982(Temp), f. 4-7-82, ef. 4-15-82; CC 11-1982, f. 8-11-82, ef. 10-10-82; FCS 11-1988(Temp), f. & cert. ef. 6-2-88; Renumbered from 815-036-0005; FCS 15-1988, f. & ef. 11-21-88; FCS 4-1992, f. & cert. ef. 10-1-92; FCS 2-1998, f. & cert. ef. 4-30-98; FSR 5-2018, amend filed 04/26/2018, effective 5/1/2018)

Publications: The publication(s) referred to or incorporated by reference in this rule are available from the agency.

Statutory/Other Authority: ORS 59.065 & 59.285

Statutes/Other Implemented: ORS 59.065

The following state regulations pages link to this page.