OAR 441-065-0160
Rescission of Improvident Sales Including Oversales

(1)

The improvident closing of a sale of securities in violation of any of the provisions of OAR 441-065-0060 (Creation of Classifications) through 441-065-0225 (Registration for a Small Corporate Offering Registration (SCOR) Procedure for Offerings Not Exceeding $5,000,000) will not by itself result in a violation of ORS 59.055 (Conditions of offer and sale of securities), provided that the conditions of subsections (a), (b), and either (c) or (d) of this rule are satisfied:

(a)

The issuer provides to the Director, full details of the transaction and the issuer receives an amended order authorizing the sales;

(b)

The issuer or the person acting on behalf of the issuer who sold the security demonstrates to the Director that they had acted in good faith and sustains the burden of proof that they acted without intent to violate these rules;

(c)

If the funds have been released from escrow, the issuer, within a reasonable time after discovery offers to rescind the sale using the procedures set forth in ORS 59.125 (Effect of notice of offer to repay purchaser) as long as the issuer has the financial capacity to make a rescission payment out of separate funds, which payment does not create additional risks or obligations to the remaining purchasers or the project for which the funds were raised and offers or makes the rescission payment;

(d)

If the funds have not been released from escrow, the sale is rescinded or cancelled.

(2)

An offer to rescind or cancel a sale under (1)(c) or rescission or cancellation under (1)(d), cannot be made subject to the condition that cancelled or rescinded interest be resold, or other condition.

(3)

This rule may be used by the registrant as well as all persons liable as a result of the sale of securities.

Source: Rule 441-065-0160 — Rescission of Improvident Sales Including Oversales, https://secure.­sos.­state.­or.­us/oard/view.­action?ruleNumber=441-065-0160.

441–065–0001
Fees for Registration of Securities 441–065–0010
Types of Registration 441–065–0015
When Registration Application Deemed Abandoned 441–065–0020
Registration by Qualification 441–065–0030
Registration by Filing 441–065–0035
Registration by Multijurisdictional Coordination 441–065–0040
Registration for Resale, or Dealing and Trading 441–065–0050
Condominium Securities 441–065–0060
Creation of Classifications 441–065–0070
Definitions 441–065–0080
General Requirements and Limitations 441–065–0090
Integration 441–065–0100
Information Requirements - General 441–065–0110
Public Advertising and General Solicitation 441–065–0130
Bad Actor Disqualification 441–065–0140
Limitation on Selling Expenses 441–065–0150
Escrow of Proceeds 441–065–0160
Rescission of Improvident Sales Including Oversales 441–065–0180
Licensing of Salespersons 441–065–0190
Filings and Reports 441–065–0200
Records 441–065–0210
Waiver of Provisions 441–065–0220
Small Offering Abbreviated Registration (SOAR) Procedure for Offerings Not Exceeding $1,000,000 (Including Under SEC Rule 504) 441–065–0221
Application and Information Requirements for a SOAR Offering 441–065–0222
SOAR Offering Disclosure Requirements 441–065–0223
Denial or Approval of a SOAR Offering Application by the Director 441–065–0224
Retroactive Registration of SOAR Securities that Exceed the Amount Registered 441–065–0225
Registration for a Small Corporate Offering Registration (SCOR) Procedure for Offerings Not Exceeding $5,000,000 441–065–0250
Definitions 441–065–0260
Optional Registration Procedures for Securities Involving Real Estate Paper
Last Updated

Jun. 8, 2021

Rule 441-065-0160’s source at or​.us