Company A then prepared to buy 85% of Company B’s common stock, conditioned on the success of an exchange offer by Company B of cash and common stock for Company B’s outstanding convertible debentures. I. After the initial registration, the issuer or its agent may renew the registration by submitting the appropriate registration forms and renewal fees within two (2) months after the end of the issuer's fiscal year. [Nov. 26, 2008]. ... business, industry or occupation: ... Board to invest in Government Securities . B. The Commissioner shall charge such fees for the issuance of permits to sell securities as are hereinafter provided. The Commissioner may provide assistance by using the authority to investigate and any other power conferred by this section as the Commissioner determines is necessary and appropriate. Anything in this Act to the contrary notwithstanding. Argued Jan. 14, 1991. The employee will then either receive a fixed rate of return on the deferred monies or the employer may permit the employee to index the return on those monies off of a number of investment return alternatives. ), as amended. [Nov. 26, 2008], 218.01 Securities of an investment company formed to invest only in bank stock would not be exempt securities under Section 3(a)(2) because the investment company is not a bank. (5) for the filing of any renewal application for each agent, officer, or investment adviser representative or for the submission of a renewal notice filing for each representative of a federal covered investment adviser, an amount not to exceed $100. (2) Upon receipt of a registration statement under this section the Commissioner shall examine such registration statement and he may enter an order denying registration of the securities described therein if he finds that the registrant has not proven the proposed plan of business of the issuer to be fair, just and equitable, and also that any consideration paid, or to be paid, for such securities by promoters is fair, just and equitable when such consideration for such securities is less than the proposed offering price to the public, and that the securities which it proposes to issue and the methods to be used by it in issuing and disposing of the same will be such as will not work a fraud upon the purchaser thereof. (B) issued or guaranteed by a corporation in which the United States has a direct or indirect interest and designated by the United States Secretary of the Treasury under Section 3(a)(12), Securities Exchange Act of 1934 (15 U.S.C. The training program must provide the person with information regarding: (1) the legislation that created the Board; (4) the rules of the Board with an emphasis on the rules that relate to disciplinary and investigatory authority; (6) the results of the most recent formal audit of the Board; (A) the open meetings law, Chapter 551, Government Code; (B) the public information law, Chapter 552, Government Code; (C) the administrative procedure law, Chapter 2001, Government Code; and, (D) other laws relating to public officials, including conflict-of-interest laws; and. Creating the State Securities Board and Providing for Appointment of Securities Commissioner. Answer: A company may rely on General Instruction I.B.6. K. The Commissioner may accept some or all of the examinations administered by securities self-regulatory organizations to fulfill the examination requirements of Subsection D. A. E. No provision of this Act imposing any liability or penalty applies to any act done or omitted in good faith in conformity with any rule or regulation of the Board, notwithstanding that the rule or regulation may later be amended or rescinded or be determined by judicial or other authority to be invalid for any reason. Those changes will be listed when you open the content using the Table of Contents below. (4) if registration has not become effective under Subsection B or C of Section 7 or a permit has not been granted under Section 10, the offer prominently states on the first page of a written or printed offer or as a preface to any pictorial or broadcast offer either: (a) Information Advertising Only. Water (Scotland) Act 1980) in exercise of the power conferred by section 1 of the [1985 c. An offeror who has filed a notice to claim a limited offering exemption, who paid less than the maximum fee prescribed in Subsection B(7) of Section 35, and who offered a greater amount of securities in the offering than authorized pursuant to the formula prescribed in Subsection B(7) of Section 35, may file an amended notice disclosing the amount of securities offered and paying three times the difference between the fee initially paid and the fee which should have been paid, plus interest on that amount computed at the rate provided by Section 302.002, Finance Code, from the date the original notice was received by the Commissioner until the date the amended notice is received by the Commissioner. As Amended, Including All Amendments Effective as of September 1, 2017 Italic faced type indicates amendments by the 85th Legislature TABLE OF CONTENTS Section 1. A post-effective amendment filed to add selling stockholders does not require a suspension of offers and sales by selling stockholders already named in the registration statement. The sales of interests in and under oil, gas or mining leases, fees or titles, or contracts relating thereto, where (1) the total number of sales by any one owner of interests, whether whole, fractional, segregated or undivided in any single oil, gas or mineral lease, fee or title, or contract relating thereto, shall not exceed thirty-five (35) within a period of twelve (12) consecutive months and (2) no use is made of advertisement or public solicitation; provided, however, if such sale or sales are made by an agent for such owner or owners, such agent shall be licensed pursuant to this Act. [Nov. 26, 2008], 239.06 A registrant inquired whether an offering of shares under a stock purchase plan could be made by switching back and forth between: (1) shares acquired from the issuer registered under the Securities Act; and (2) shares acquired on the open market not registered under the Securities Act in reliance on the limited issuer involvement/no registration positions in Securities Act Release No. A. Senate Bill 293, Chapter 160, Acts of the 66th Legislature, Regular Session, 1979. SEC. Answer: Yes, but only if the services of the solicitor are ministerial and involve no recommendation with respect to the proposed exchange or encouragement to vote in a particular manner. D. A dealer or investment adviser may not charge a fee for copying information under this section. D. The term "agent" shall include every person or company employed or appointed or authorized by a dealer to sell, offer for sale or delivery, or solicit subscriptions to or orders for, or deal in any other manner, in securities within this state, whether by direct act or through subagents; provided, that the officers of a corporation or partners of a partnership shall not be deemed agents solely because of their status as officers or partners, where such corporation or partnership is registered as a dealer hereunder. C. In connection with the sale, offering for sale or delivery of, the purchase, offer to purchase, invitation of offers to purchase, invitations of offers to sell, or dealing in any other manner in any security or securities, whether or not the transaction or security is exempt under Section 5 or 6 of this Act, or in connection with the rendering of services as an investment adviser or an investment adviser representative, directly or indirectly: (1) engage in any fraud or fraudulent practice; (2) employ any device, scheme, or artifice to defraud; (3) knowingly make any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they are made, not misleading; or. The investor must be irrevocably bound to purchase a set number of securities for a set purchase price that is not based on market price or a fluctuating ratio, either at the time of effectiveness of the resale registration statement or at any subsequent date. A full and complete record shall be kept of all proceedings had before the Commissioner on any hearing or investigation. [September 22, 2016]. 1979, c. 380, and the substitution of this Act, (43) for the purpose of section 138 (1) (e), specifying provisions of the regulations, the contravention of any of which constitutes an offence under section 138 (1) (e). (4) limit the offerings of securities on an authorized small business development entity's web portal to securities of issuers located within the service area of the authorized small business development entity. [Nov. 26, 2008]. Affiliated broker-dealers may rely on Securities Act Rule 172 to satisfy their obligation to deliver a “market-making” prospectus. It shall be the duty of the Securities Commissioner and the Attorney General to see that its provisions are at all times obeyed and to take such measures and to make such investigations as will prevent or detect the violation of any provision thereof. [Nov. 26, 2008]. The Commissioner shall conduct investigations as the Commissioner considers necessary to prevent or detect the violation of this Act or a Board rule or order. Answer: Yes. [Nov. 26, 2008], 235.02 The Section 4(3) exemption is not available to broker-dealers when engaged in market making activities with respect to the securities of affiliated issuers. (2) The offeror shall deposit funds in escrow in a state or national bank doing business in Texas (or in another bank approved by the Commissioner) or receive an unqualified commitment from such a bank to furnish funds sufficient to pay the amount offered. House Bill 2255, Acts of the 77th Legislature, Regular Session, 2001. Section 7 and Securities Act Rule 436 require that the banker’s consent to being named in the registration statement be filed as an exhibit to that registration statement in these circumstances. No warrants may be exercised until the registrant has brought its prospectus covering such exercise current. In the absence of a formal no-action request, the Division staff declined to express any view as to whether the exemptions for interests in a risk retention group would extend to interests in a holding company for such group. (3) The maximum amount that may be recovered against a person to which this Section 33N applies in any action or series of actions under Section 33 relating to an offer of securities to which this Section 33N applies is an amount equal to three times the fee paid by the issuer or other seller to the person for the services related to the offer of securities, unless the trier of fact finds the person engaged in intentional wrongdoing in providing the services. Each member of the Board shall have access to all offices and records under his supervision, and the Board, or a majority thereof, may exercise any power or perform any act authorized to the Securities Commissioner by the provisions of this Act. (8) any applicable ethics policies adopted by the Board or the Texas Ethics Commission. Must a consent be filed under Section 7 in regard to such opinions? If so, the offer and sale of the acquiror's securities would be made to persons who entered into such an agreement before the exchange offer is made to other target security holders. The filing fee for the new offering would amount to $6,034. Recognizing the legitimate business reasons for seeking lock-up agreements in the course of negotiated third-party exchange offers, the staff will not object to the registration of offers and sales where lock-up agreements have been signed in the following circumstances: When lock-up agreements are executed before the filing of a registration statement and such agreements exceed the circumstances noted above, the subsequent registration of the exchange offer on Form S-4 may be inappropriate. [Nov. 26, 2008], 203.01 An issuer may extend the exercise period for warrants and/or reduce the warrant exercise price through the filing and issuance of an appropriate Rule 424(b) prospectus supplement prior to the initial expiration date of the warrants. (2) A person may not sue under Subsection A(2) of this section more than five years after the violation occurs or more than three years after the person knew or should have known, by the exercise of reasonable diligence, of the occurrence of the violation. Answer: While the date of entry into the equity line agreement determines the ability of the company rely on General Instruction I.B.6 to register the indirect primary/resale offering of all the securities issuable under the equity line agreement on Form S-3, the actual distribution of these securities to the public does not commence until the effectiveness of the resale registration statement. F. Knowingly make any false statement or representation concerning any registration made or exemption claimed under the provisions of this Act shall be deemed guilty of a state jail felony. House Bill 874, Chapter 614, Acts of the 81st Legislature, Regular Session, 2009. Answer: If the warrants are exercisable within one year, the securities underlying those warrants must be registered. Information for Issuers Using Crowdfunding, Information for Issuers Using Rule 139.26 and SEC Rule 147A for Intrastate Crowdfunding, Information for Section 44 Texas Crowdfunding Portals, Information for Texas Crowdfunding Portals, Texas Small Business Offering Guide to Disclosure, Getting Started as a Registered Investment Adviser, Check Sheet for Investment Adviser Registration, Filing Requirements for Regulation D Offerings in Texas. In the event such proposed or existing company shall fail within two (2) years to sell the minimum amount of capital necessary under the escrow agreement, the Commissioner may authorize, and the bank or trust company shall return to the subscribers, upon receipt of such authority from the Commissioner, that portion of the funds which were deposited or escrowed under such escrow agreement; provided, however, that any securities held by such bank or trust company under the escrow agreement shall be returned to the corporation only after the bank or trust company has received evidence of cancellation thereof from the issuer. c. If at any time, before or after registration of securities under this section, in the opinion of the Commissioner the information in a registration statement filed with him is insufficient to establish the fact that the securities described therein are, or were, entitled to registration by notification under this section, or that the registration information contains, or contained, false, misleading or fraudulent facts, he may order the applicant who filed such statement to  cease and desist from selling, or offering for sale, such securities registered, or proposed to be registered, under provisions of this section, until there is filed with the Commissioner such further information as may in his judgment be necessary to establish the fact that such securities are, or were, entitled to registration under this section. At any judicial, executor's, administrator's, guardian's or conservator's sale, or any sale by a receiver or trustee in insolvency or bankruptcy. The disclosure does not violate any other provision of this Act or Chapter 552, Government Code. 203.04 Company A purchased approximately 52% of the outstanding common stock of Company B in a tender offer. Availability of the registration of these offerings, the notes may utilize any or all penalties, sanctions,,. S debt involves two different issuers and hedged preferred securities funds Section (! Contribution as in cases of contract among the several persons so liable registration on the new expiration date, Commission... Upon request disclose in the public offering of convertible, exchangeable debentures the. Not objecting to the date of publication or revision not renew the registration provisions of Section 33I (. Prospectus covering such exercise current may a company privately placed convertible securities in on... The shareholders ’ investment a public offering, which is inconsistent with Section 5 ( b for. 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