Utah Admin. Code R590-68-15 - Exemption from Subsection 31A-5-303(2) of Certain Transactions in Connection With a Distribution
(1) A transaction
of purchase and sale, or sale and purchase, of a security in connection with
the distribution of a substantial block of securities is exempt from Subsection
31A-5-303(2), to
the extent specified in this section, upon the following conditions:
(a) the person carrying out the transaction
is engaged in the business of distributing securities and is participating in
good faith in the ordinary course of business in the distribution of a block of
securities;
(b) the security
involved in the transaction is:
(i) a part of
a block of securities and is acquired by the person carrying out the
transaction with a view to distribution from the insurer or other person on
whose behalf securities are being distributed, or from a person who is
participating in good faith in the distribution of a block of securities;
or
(ii) a security purchased in
good faith by or for the account of the person carrying out 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 not within the purview of
Section 31A-5-303 are participating in
the distribution of a block of securities on terms at least as favorable as
those that a person is participating and to an extent at least equal to the
aggregate participation of persons exempted from Section
31A-5-303.
(2) The
performance of the functions of manager of a distributing group and the receipt
of a bona fide payment for performing these functions does not preclude an
exemption that is available under this section.
(3) The exemption of a transaction under this
section regarding the participation of one party may not make the transaction
exempt with respect to participation of any other party unless the other party
also meets the conditions of this section.
Notes
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