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reorganization to which the issuer, or its parent or subsidiary, | and the other person, or its parent or subsidiary, are parties; |
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| | 20.__Rescission offers. A rescission offer, sale or purchase | under section 16510; |
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| | 21.__Not violative of laws of foreign state or jurisdiction.__ | An offer or sale of a security to a person not a resident of this | State and not present in this State if the offer or sale does not | constitute a violation of the laws of the state or foreign | jurisdiction in which the offeree or purchaser is present and is | not part of an unlawful plan or scheme to evade this chapter. |
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| | 22.__Employee benefit plans.__An employees' stock purchase, | savings, option, profit-sharing, pension or similar employees' | benefit plan, including any securities, plan interests and | guarantees issued under a compensatory benefit plan or | compensation contract, contained in a record, established by the | issuer, its parents, its majority-owned subsidiaries or the | majority-owned subsidiaries of the issuer's parent for the | participation of their employees including offers or sales of | such securities to: |
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| A.__Directors; general partners; trustees, if the issuer is | a business trust; officers; and consultants and advisors, as | permitted by 17 Code of Federal Regulations, 230.701(c)(1) | (2003); |
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| B.__Family members who acquire such securities from those | persons through gifts or domestic relations orders; |
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| C.__Former employees, directors, general partners, trustees, | officers and consultants and advisors, as permitted by 17 | Code of Federal Regulations, 230.701(c)(1) (2003), if those | individuals were employed by or providing services to the | issuer when the securities were offered; and |
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| D.__Insurance agents who are exclusive insurance agents of | the issuer, or the issuer's subsidiaries or parents, or who | derive more than 50% of their annual income from those | organizations; |
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| | 23.__Specified dividends, tender offers, judicially recognized | reorganizations.__A transaction involving: |
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| A.__A stock dividend or equivalent equity distribution, whether | the corporation or other business organization distributing the | dividend or equivalent equity distribution is the issuer or not, | if nothing of value is given by |
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