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PDFWAC 284-26-190

Exemption from RCW 48.08.120 of certain transactions involving the sale of subscription rights.

(1) Any sale of a subscription right to acquire any subject security of the same insurer shall be exempt from the provisions of RCW 48.08.120, to the extent prescribed in this section, as not comprehended with the purpose of RCW 48.08.120, if:
(a) Such subscription right is acquired, directly or indirectly, from the insurer without the payment of consideration;
(b) Such subscription right by its terms expires within 45 days after the issuance thereof;
(c) Such subscription right by its terms is issued on a pro rata basis to all holders of the beneficiary security of the insurer; and
(d) A registration statement under the Securities Act of 1933 is in effect as to each subject security, or the applicable terms of any exemption from such registration have been met in respect to each subject security.
(2) When used within this section the following terms shall have the meaning indicated:
(a) The term "subscription right" means any warrant or certificate evidencing a right to subscribe to or otherwise acquire an equity security;
(b) The term "beneficiary security" means a security registered pursuant to section 12 of the Securities Exchange Act, to the holders of which a subscription right is granted;
(c) The term "subject security" means a security which is the subject of a subscription right.
(3) Notwithstanding anything contained herein to the contrary, if a person purchases subscription rights for cash or other consideration, then a sale by such person of subscription rights otherwise exempted by this section will not be so exempted to the extent of such purchases within the six-month period preceding or following such sale.
[Order R-69-3, ยง 284-26-190, filed 2/7/69.]
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