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this chapter and a resale transaction by a sponsor of a unit | investment trust registered under the federal Investment Company | Act of 1940 in a security of a class that has been outstanding in | the hands of the public for at least 90 days, if, on the date of | the transaction: |
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| A.__The issuer of the security is engaged in business, the | issuer is not in the organizational stage or in bankruptcy | or receivership and the issuer is not a blank check, blind | pool or shell company that has no specific business plan or | purpose or that has indicated that its primary business plan | is to engage in a merger or combination of the business | with, or an acquisition of, an unidentified person; |
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| B.__The security is sold at a price reasonably related to | its current market price; |
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| C.__The security does not constitute the whole or part of an | unsold allotment to, or a subscription or participation by, | the broker-dealer as an underwriter of the security or a | redistribution; |
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| D.__A nationally recognized securities manual or its | electronic equivalent designated by routine technical rule | as defined in Title 5, chapter 375, subchapter 2-A adopted | under this chapter or order issued under this chapter or a | publicly available record filed with the Securities and | Exchange Commission contains: |
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| (1)__A description of the business and operations of | the issuer; |
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| (2)__The names of the issuer's executive officers and | the names of the issuer's directors, if any; |
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| (3)__An audited balance sheet of the issuer as of a | date within 18 months before the date of the | transaction or, in the case of a reorganization or | merger when the parties to the reorganization or merger | each had an audited balance sheet, a pro forma balance | sheet for the combined organization; and |
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| (4)__An audited income statement for each of the | issuer's 2 immediately previous fiscal years or for the | period of existence of the issuer, whichever is | shorter, or, in the case of a reorganization or merger | when each party to the reorganization or merger had | audited income statements, a pro forma income | statement; and |
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