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the issuer is under an obligation to make a reasonable finding | that the securities are a suitable investment for the offeree; |
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| | 16.__Transactions with existing securities holders. A | transaction under an offer to existing security holders of the | issuer, including persons that at the date of the transaction are | holders of convertible securities, options or warrants, if a | commission or other remuneration, other than a standby | commission, is not paid or given, directly or indirectly, for | soliciting a security holder in this State; |
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| | 17.__Offerings filed but not effective, nonexempt securities. | An offer to sell, but not a sale, of a security not exempt from | registration under the federal Securities Act of 1933 if: |
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| A.__A registration or offering statement or similar record | as required under the federal Securities Act of 1933 has | been filed, but is not effective, or the offer is made in | compliance with 17 Code of Federal Regulations, 230.165; and |
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| B.__A stop order of which the offeror is aware has not been | issued against the offeror by the administrator or the | Securities and Exchange Commission and an audit, inspection | or proceeding that is public and that may culminate in a | stop order is not known by the offeror to be pending; |
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| | 18.__Offerings filed but not effective, exempt securities.__An | offer to sell, but not a sale, of a security exempt from | registration under the federal Securities Act of 1933 if: |
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| A.__A registration statement has been filed under this | chapter, but is not effective; |
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| B.__A solicitation of interest is provided in a record to | offerees in compliance with a routine technical rule, as | defined in Title 5, chapter 375, subchapter 2-A, adopted by | the administrator under this chapter; and |
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| C.__A stop order of which the offeror is aware has not been | issued against the offeror by the administrator or the | Securities and Exchange Commission and an audit, inspection | or proceeding that may culminate in a stop order is not | known by the offeror to be pending; |
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| | 19.__Control transactions. A transaction involving the | distribution of the securities of an issuer to the security | holders of another person in connection with a merger, | consolidation, exchange of securities, sale of assets or other |
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