OAR 836-024-0160
Exemption from ORS 732.435 of Certain Transactions Effected in Connection with a Distribution

(1)

If the following conditions apply, a transaction of purchase and sale, or sale and purchase, of a security that is effected in connection with the distribution of a substantial block of securities is exempt from ORS 732.435 (Suit to recover insider profits) because the transaction is not included within the purpose of 732.435 (Suit to recover insider profits):

(a)

The person effecting the transaction is engaged in the business of distributing securities and is participating in good faith, in the ordinary course of business, in distribution of the block of securities;

(b)

The security involved in the transaction is:

(A)

A part of a block of securities and is acquired by the person effecting the transaction, with a view to its distribution, from the insurer or other person on whose behalf the securities are distributed or from a person who participates in good faith in the distribution of the block of securities; or

(B)

A security purchased in good faith by or for the account of the person effecting the transaction for the purpose of stabilizing the market price of securities of the class being distributed or to cover an over-allotment or other short position created in connection with the distribution; and

(c)

Other persons who are not subject to ORS 732.435 (Suit to recover insider profits) participate in the distribution of the block of securities on terms at least as favorable as those on which the person is participating and to an extent at least equal to the aggregate participation of all persons exempted from ORS 732.435 (Suit to recover insider profits) by this rule. The performance of the functions of manager of a distributing group and the receipt of a bona fide payment for performing the functions, however, does not preclude an exemption that would otherwise apply under this rule.

(2)

Exemption of a transaction under this rule with respect to participation in the transaction by one person does not render the transaction exempt with respect to participation by any other person unless the other person also meets the conditions of this rule.

Source: Rule 836-024-0160 — Exemption from ORS 732.435 of Certain Transactions Effected in Connection with a Distribution, https://secure.­sos.­state.­or.­us/oard/view.­action?ruleNumber=836-024-0160.

836–024–0003
Statutory Authority 836–024–0004
Application of OAR 836-024-0003 to 836-024-0055 836–024–0006
Definitions 836–024–0008
Solicitations to which OAR 836-024-0003 to 836-024-0055 Apply 836–024–0026
Information to Be Furnished to Security Holders 836–024–0031
Requirements as to Proxy 836–024–0033
Presentation of Information in Proxy Statement 836–024–0036
Material Required to Be Filed 836–024–0038
Mailing Communications for Security Holders 836–024–0039
Proposals of Security Holders 836–024–0041
False or Misleading Statements 836–024–0046
Prohibition of Certain Solicitations 836–024–0051
Special Provisions Applicable to Election Contests 836–024–0053
Filings Required in an Election Contest 836–024–0054
Counter Solicitations Prior to Furnishing Required Written Proxy Statement 836–024–0055
Filing Requirements for Preliminary Solicitation Material 836–024–0100
Statutory authority 836–024–0105
Definitions 836–024–0110
Securities “Held of Record” for Purpose of ORS 732.425 836–024–0115
Filing of Statements 836–024–0120
Ownership of more than 10 percent of an equity security 836–024–0125
Disclaimer of Beneficial Ownership 836–024–0130
Exemptions from ORS 732.430 and 732.435 836–024–0135
Exemptions from ORS 732.420 to 732.455 of Securities Purchased or Sold by Odd-lot Dealers 836–024–0140
Certain Transactions Subject to ORS 732.430 836–024–0145
Ownership of Securities Held in Trust 836–024–0150
Exemption for Small Transactions 836–024–0155
Exemption from ORS 732.435 That Need not be Reported Under ORS 732.430 836–024–0160
Exemption from ORS 732.435 of Certain Transactions Effected in Connection with a Distribution 836–024–0165
Exemption from ORS 732.435 of Acquisitions of Shares of Stock and Stock Options under Certain Stock Bonus, Stock Option or Similar plans 836–024–0170
Exemption from ORS 732.435 of Certain Transactions in Which Securities are Received by Redeeming other Securities 836–024–0175
Exemption of long Term Profits Incident to Sales Within Six Months of the Exercise of an Option 836–024–0180
Exemption from ORS 732.435 of Certain Acquisitions and Dispositions of Securities Pursuant to Merger or Consolidation 836–024–0185
Exemption from ORS 732.435 of Transactions Involving the Deposit or Withdrawal of Equity Securities Under a Voting Trust or Deposit Agreement 836–024–0190
Exemption from ORS 732.435 of Certain Transactions Involving the Conversion of Equity Securities 836–024–0200
Exemption from ORS 732.435 of Certain Transactions Involving the Sale of Subscription Rights 836–024–0205
Exemption of Certain Securities from ORS 732.440 836–024–0210
Exemption from ORS 732.440 of Certain Transactions Effected in Connection with a Distribution 836–024–0215
Exemption from ORS 732.440 of Sales of Securities to be Acquired 836–024–0220
Arbitrage Transactions under ORS 732.450
Last Updated

Jun. 8, 2021

Rule 836-024-0160’s source at or​.us