Or. Admin. Code § 836-024-0210

Current through Register Vol. 63, No. 12, December 1, 2024

Section 836-024-0210 - Exemption from ORS 732.440 of Certain Transactions Effected in Connection with a Distribution

A security is exempt from the operation of ORS 732.440 to the extent necessary to render lawful under that section any sale made by or on behalf of a dealer in connection with a distribution of a substantial block of securities, if the following conditions are met:

(1) 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 the dealer's behalf intends in good faith to offset the 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

(2) Other persons to whom ORS 732.440 does not apply participate in the distribution of the block of securities on terms at least as favorable as those under which the dealer is participating and to an extent at least equal to the aggregate participation of persons exempted from 732.440 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 does not preclude an exemption that would otherwise be available under this rule.

Or. Admin. Code § 836-024-0210

ID 16-2006, f. & cert. ef. 8-7-06

Stat. Auth: ORS 731.244, 732.420, 732.430, 732.435, 732.445, 732.450, 732.455

Stats. Implemented: ORS 732.420 - 732.455