Ill. Admin. Code tit. 14 § 130.246

Current through Register Vol. 48, No. 49, December 6, 2024

Section 130.246 - Definition of the Terms "Residents of this State", "Aggregate Sales Price" and "Sales Made in Reliance Upon the Exemption" Under Section 4.G of the Act and "General Advertising or General Solicitation" Under Sections 4.G, 4.H, 4.M and 4.R of the Act

a) The term "sales made in reliance upon the exemption" as used in Section 4.G.(4) of the Act with respect to the Report of Sale required to be filed under that Section shall include only those sales made to residents of this State in reliance on the exemption.

b) The term "residents of this State" shall mean persons having their principal place of residence or domicile in this State.

c) The term "aggregate sales price" shall mean the sum of all cash, services, property, notes, cancellation of debt, or other consideration received by an issuer for issuance of its securities. Where securities are being offered for both cash and non-cash consideration, the aggregate sales price shall be based on the price at which the securities are offered for cash. If securities are not offered for cash, the aggregate offering price shall be based on the value of the consideration as 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.

d) The terms "general advertising" or "general solicitation" shall include but not be limited to:

1) any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio or any seminar or meeting where attendees have been invited by any of the foregoing;

2) any indiscriminate contact by mail, telephone, or similar communicative process, unless otherwise shown by the particular facts.

e) For purposes of Section 4.H and 4.R of the Act, the terms "general advertising" or "general solicitation" shall not include the transmitting or sending of any announcement, offering circular, prospectus or other communication that is delivered through an electronic database that is restricted to persons to whom an offer, sale or issuance of a security would be exempt pursuant to Section 4.H or 4.R of the Act.

Ill. Admin. Code tit. 14, § 130.246

Amended at 21 Ill. Reg. 15892, effective December 1, 1997