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B.__Has a fixed maturity or a fixed interest or dividend if: |
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| (1)__A default has not occurred during the current | fiscal year or within the 3 previous fiscal years or | during the existence of the issuer and any predecessor | if less than 3 fiscal years in the payment of | principal, interest or dividends on the security; and |
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| (2)__The issuer is engaged in business, is not in the | organizational stage or in bankruptcy or receivership | and is not and has not been within the previous 12 | months a blank check, blind pool or shell company that | has no specific business plan or purpose or 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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| | 6.__Unsolicited brokerage transactions.__A nonissuer | transaction by or through a broker-dealer licensed under or | exempt from licensing under this chapter effecting an unsolicited | order or offer to purchase; |
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| | 7.__Nonissuer transactions by pledgees.__A nonissuer | transaction executed by a bona fide pledgee without the purpose | of evading this chapter; |
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| | 8.__Nonissuer transactions with federal covered investment | advisers.__A nonissuer transaction by a federal covered | investment adviser with investments under management in excess of | $100,000,000 acting in the exercise of discretionary authority in | a signed record for the account of others; |
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| | 9.__Specified exchange transactions.__A transaction in a | security, whether or not the security or transaction is otherwise | exempt, in exchange for one or more bona fide outstanding | securities, claims or property interests or partly in such | exchange and partly for cash, if the terms and conditions of the | issuance and exchange or the delivery and exchange and the | fairness of the terms and conditions have been approved by the | administrator after a hearing.__The administrator may impose | actual costs and a reasonable fee for conducting a hearing under | this subsection; |
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| | 10.__Underwriter transactions.__A transaction between the | issuer or other person on whose behalf the offering is made and | an underwriter, or among underwriters; |
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