Or. Admin. R. 441-035-0190

Current through Register Vol. 63, No. 8, August 1, 2024

Section 441-035-0190 - Integration

(1) All separate sales of securities will be included as part of the OIO if, after considering the following elements, there are compelling reasons to treat the sale as part of the same offering. The elements to be considered include, but are not limited to:

(a) Whether the sales are part of a single plan of financing;

(b) Whether the sales involved issuance of the same type of security;

(c) Whether the sales are made at or about the same time;

(d) Whether the same type of consideration is received; and

(e) Whether the sales are made for the same general purpose.

(2) Offers and sales of the following securities will not integrate with offerings under these rules:

(a) Sales conducted under a SEC Rule 701Employee benefit plan;

(b) Regulation A adopted under the Securities Act of 1933 as amended;

(c) Regulation S adopted under the Securities Act of 1933 as amended;

(d) Securities offered and sold under section 4(a)(6) of the Securities Act of 1933 as amended.

(3) Safe harbor: Sales of securities made more than six months prior to the offer or sale of securities in reliance on this exemption, or more than six months after the completion of offer or sale of securities in reliance on this exemption will not be counted or included as sales made as part of the same offering under this rule if there are no sales of securities of the same or similar type by the issuer during either six month period.

Or. Admin. R. 441-035-0190

FCS 1-2015, f. & cert. ef. 1/15/2015; FSR 12-2017, amend filed 12/28/2017, effective 1/1/2018

Statutory/Other Authority: 17 CFR § 230.147A & ORS 59.035

Statutes/Other Implemented: ORS 59.035