Section 139.10 - Exchange OffersThe offer or sale by the issuer of common stock in exchange for units of limited partnership or interests in oil, gas, or mineral leases, fees, or titles is hereby exempted from the securities registration requirements of the Securities Act, Chapter 4003, Subchapters A, B, and C, if all of the following conditions are met:
(1) the units of limited partnership or interests in oil, gas, or mineral leases, fees, or titles for which the offer is made have been issued and outstanding for more than 36 months;(2) the shares of common stock to be exchanged are registered for sale with the SEC;(3) all sales to exchanging Texas residents are made by or through a registered dealer, who may be the issuer;(4) the exchanging unit holders are not obligated to pay any consideration for the common stock issued to them other than the units of limited partnership or interests in oil, gas, or mineral leases, fees, or titles held by them;(5) the shares of common stock received pursuant to the exchange are fully tradeable without restrictions; and(6) at the close of the offering, the securities meet all of the criteria for trading on The National Association of Securities Dealers Automatic Quotations (NASDAQ).7 Tex. Admin. Code § 139.10
The provisions of this §139.10 adopted to be effective March 9, 1984, 9 TexReg 1441; Amended by Texas Register, Volume 49, Number 45, November 8, 2024, TexReg 8876, eff. 11/14/2024