Section 260.102.10 - Designation of Institutional Investors and Governmental Agencies and Instrumentalities by ClassThe following institutional investors and governmental agencies and instrumentalities are hereby designated by class as persons to whom an offer or sale may be made without qualification pursuant to the exemption contained in Subdivision (i) of Section 25102 of the Code:
(a) Any organization described in Section 501(c)(3) of the Internal Revenue Code, as amended December 29, 1981, which has total assets (including endowment, annuity and life income funds) of not less than $5,000,000 according to its most recent audited financial statement.(b) Any corporation which has a net worth on a consolidated basis according to its most recent audited financial statement of not less than $14,000,000, provided that, if the securities being acquired pursuant to an exemption under this subsection (b) are common stock of a corporation or securities exchangeable for or convertible into common stock of a corporation, (1) the holders of less than 25% of the outstanding shares of such common stock (computed as provided in Section 25103(d) of the Corporate Securities Law, but deeming outstanding all shares of common stock issuable upon exchange or conversion of securities presently exchangeable for or convertible into common stock) have addresses in this state according to the records of the issuer of such common stock as of the most recent record date of such issuer for any action requiring the determination of shareholders of record, or as of three months prior to such offer or sale, whichever is most recent; or (2) such securities (plus any other similar securities held by the purchaser) will not represent more than five per cent of the total number of outstanding shares of common stock of the issuer assuming the exchange or conversion of all securities exchangeable for or convertible into common stock (unless all such shares of common stock are owned by corporations meeting the net worth test of this subsection (b)) provided, however, that the foregoing limitations with respect to transactions in common shares or securities convertible into common shares shall not apply to a transaction (1) in which such securities are offered pro rata to the holders of the outstanding common shares, (2) which is approved by the holders of 75% or more of the outstanding common shares, or (3) there are no common shares or securities convertible into common shares outstanding prior to the transaction.(c) Any wholly-owned subsidiary of any institutional investor designated in Subdivision (i) of Section 25102 of the Code or in this Section.Cal. Code Regs. Tit. 10, § 260.102.10
1. Repealer of subsection (b) and renumbering of subsections (c) and (d) as (b) and (c) filed 4-30-70 as an emergency; designated effective 5-1-70 (Register 70, No. 18).
2. Certificate of Compliance filed 6-10-70 (Register 70, No. 24).
3. Amendment of subsection (b) filed 11-23-70 as an emergency; designated effective 11-23-70 (Register 70, No. 48).
4. Certificate of Compliance Sec. 11422.1, Gov. Code, filed 12-9-70 (Register 70, No. 50).
5. Amendment filed 10-15-82; effective thirtieth day thereafter (Register 82, No. 42). Note: Authority cited: Section 25610, Corporations Code. Reference: Section 25102, Corporations Code.
1. Repealer of subsection (b) and renumbering of subsections (c) and (d) as (b) and (c) filed 4-30-70 as an emergency; designated effective 5-1-70 (Register 70, No. 18).
2. Certificate of Compliance filed 6-10-70 (Register 70, No. 24).
3. Amendment of subsection (b) filed 11-23-70 as an emergency; designated effective 11-23-70 (Register 70, No. 48).
4. Certificate of Compliance Sec. 11422.1, Gov. Code, filed 12-9-70 (Register 70, No. 50).
5. Amendment filed 10-15-82; effective thirtieth day thereafter (Register 82, No. 42).