Tenn. Comp. R. & Regs. 0780-01-14-.20 - EXEMPTION FROM TCA Section 56-3-704 OF CERTAIN TRANSACTIONS EFFECTED IN CONNECTION WITH A DISTRIBUTION
(1) Any security
shall be exempt from the operation of T.C.A. §
56-3-704 to the extent necessary
to render lawful under such section any sale made by or on behalf of a dealer
in connection with a distribution of a substantial block of securities, upon
the following conditions:
(a) The sale is
represented by an over-allotment in which the dealer is participating as a
member of an underwriting group, or the dealer or a person acting on his behalf
intends in good faith to offset such sale with a security to be acquired by or
on behalf of the dealer as a participant in an underwriting, selling or
soliciting-dealer group of which the dealer is a member at the time of the
sale, whether or not the security to be so acquired is subject to a prior
offering to existing security holders or some other class of persons;
and
(b) Other persons not within
the purview of T.C.A. §
56-3-704 are participating in the
distribution of such block of securities on terms at least as favorable as
those on which such dealer is participating and to an extent at least equal to
the aggregate participation of all persons exempted from the provisions of
T.C.A. §
56-3-704 by this section. However,
the performance of the functions of manager of a distributing group and the
receipt of a bona fide payment for performing such functions shall not preclude
an exemption which would otherwise be available under this section.
Notes
Authority: T.C.A. § 56-3-708 to implement T.C.A. § 56-3-702.
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