“Sale” and “sell” defined. “Sale” includes every contract of sale, contract to sell, or other disposition, of a security or interest in a security for value. “Sell” has a corresponding meaning. In this context:
1. “Offer to sell” includes every attempt or offer to dispose of, or solicitation of an offer to purchase, a security or interest in a security for value.
2. “Offer to purchase” includes every attempt or offer to obtain, or solicitation of an offer to sell, a security or interest in a security for value, but the term does not include a transaction that is subject to section 14(d) of the Securities Exchange Act of 1934.
3. A security given or delivered with, or as a bonus on account of, a purchase of securities or other item is considered to constitute a part of the subject of the purchase and to have been offered for sale and sold for value.
4. A gift of assessable stock is deemed to involve an offer and sale.
5. A sale or offer of a warrant or right to purchase or subscribe to another security of the same or another issuer, or a sale or offer of a security that gives the holder a present or future right or privilege to convert into another security of the same of another issuer, is deemed to include an offer of the other security.
6. The terms defined in this section do not include:
(a) The creation of a security interest or a loan;
(b) A stock dividend, whether the corporation distributing the dividend is the issuer of the stock or not, if:
(1) The distribution of the dividend is not for the purpose of evading the provisions of this chapter governing the registration of securities; and
(2) Nothing of value is given by the stockholders for the dividend other than the surrender of a right to a cash or property dividend and each stockholder may elect to take the dividend in cash, property or stock; or
(c) An act incident to a judicially approved reorganization in which a security is issued in exchange for one or more outstanding securities, claims or property interests, or partly in exchange and partly for cash.
Last modified: February 26, 2006