Or. Admin. Code § 836-024-0160 - Exemption from ORS 732.435 of Certain Transactions Effected in Connection with a Distribution
(1) If the
following conditions apply, a transaction of purchase and sale, or sale and
purchase, of a security that is effected in connection with the distribution of
a substantial block of securities is exempt from ORS
732.435 because the transaction
is not included within the purpose of 732.435:
(a) The person effecting the transaction is
engaged in the business of distributing securities and is participating in good
faith, in the ordinary course of business, in distribution of the block of
securities;
(b) The security
involved in the transaction is:
(A) A part of
a block of securities and is acquired by the person effecting the transaction,
with a view to its distribution, from the insurer or other person on whose
behalf the securities are distributed or from a person who participates in good
faith in the distribution of the block of securities; or
(B) A security purchased in good faith by or
for the account of the person effecting the transaction for the purpose of
stabilizing the market price of securities of the class being distributed or to
cover an over-allotment or other short position created in connection with the
distribution; and
(c)
Other persons who are not subject to ORS
732.435 participate in the
distribution of the block of securities on terms at least as favorable as those
on which the person is participating and to an extent at least equal to the
aggregate participation of all persons exempted from ORS
732.435 by this rule. The
performance of the functions of manager of a distributing group and the receipt
of a bona fide payment for performing the functions, however, does not preclude
an exemption that would otherwise apply under this rule.
(2) Exemption of a transaction under this
rule with respect to participation in the transaction by one person does not
render the transaction exempt with respect to participation by any other person
unless the other person also meets the conditions of this rule.
Notes
Stat. Auth: ORS 731.244, 732.420, 732.430, 732.435, 732.445, 732.450, 732.455
Stats. Implemented: ORS 732.420 - 732.455
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