| (1)__Will work or tend to work a fraud upon purchasers | or would so operate; |
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| (2)__Has been or would be made with unreasonable | amounts of underwriters' and sellers' discounts, | commissions or other compensation, or promoters' | profits or participations, or unreasonable amounts or | kinds of options; or |
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| (3)__Is being made on terms that are unfair, unjust or | inequitable. |
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| | 2.__Standards under subsection 1, paragraph G.__For purposes | of promoting uniformity in the application of subsection 1, | paragraph G, the administrator may take into consideration, among | other factors, any relevant rules promulgated by the Securities | and Exchange Commission and by the administrators in other | jurisdictions. |
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| | 3.__Institution of stop order.__The administrator may not | institute a stop order proceeding against an effective | registration statement on the basis of conduct or a transaction | known to the administrator when the registration statement became | effective unless the proceeding is instituted within 30 days | after the registration statement became effective. |
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| | 4.__Summary process.__The administrator may summarily revoke, | deny, postpone or suspend the effectiveness of a registration | statement pending final determination of an administrative | proceeding. Upon the issuance of the order, the administrator | shall promptly notify each person specified in subsection 5 that | the order has been issued, the reasons for the revocation, | denial, postponement or suspension and that within 15 days after | the receipt of a request in a record from the person the matter | will be scheduled for a hearing. If a hearing is not requested | and none is ordered by the administrator, within 30 days after | the date of service of the order, the order becomes final. If a | hearing is requested or ordered, the administrator, after notice | of and opportunity for hearing for each person subject to the | order, may modify or vacate the order or extend the order until | final determination. |
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| | 5.__Procedural requirements for stop order.__A stop order may | not be issued under this section without: |
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| A.__Appropriate notice to the applicant or registrant, the | issuer and the person on whose behalf the securities are to | be or have been offered; |
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