California Code of Regulations › Title 10 - Investment › Chapter 3 - Commissioner of Financial Protection and Innovation › Subchapter 2 - Corporate Securities › Article 2 - Exemptions from Qualification › Section 260.102.10 - Designation of Institutional Investors and Governmental Agencies and Instrumentalities by Class

Current through Register 2024 Notice Reg. No. 28, July 12, 2024
The following institutional investors and governmental
					 agencies and instrumentalities are hereby designated by class as persons to
					 whom an offer or sale may be made without qualification pursuant to the
					 exemption contained in Subdivision (i) of Section
					 25102 of the Code:
(a) Any organization described in Section
				  501(c)(3) of the
				  Internal Revenue Code, as amended December 29, 1981, which has total assets
				  (including endowment, annuity and life income funds) of not less than
				  $5,000,000 according to its most recent audited financial statement.
(b) Any corporation which has a net worth on
				  a consolidated basis according to its most recent audited financial statement
				  of not less than $14,000,000, provided that, if the securities being acquired
				  pursuant to an exemption under this subsection (b) are common stock of a
				  corporation or securities exchangeable for or convertible into common stock of
				  a corporation, (1) the holders of less than 25% of the outstanding shares of
				  such common stock (computed as provided in Section
				  25103(d) of the
				  Corporate Securities Law, but deeming outstanding all shares of common stock
				  issuable upon exchange or conversion of securities presently exchangeable for
				  or convertible into common stock) have addresses in this state according to the
				  records of the issuer of such common stock as of the most recent record date of
				  such issuer for any action requiring the determination of shareholders of
				  record, or as of three months prior to such offer or sale, whichever is most
				  recent; or (2) such securities (plus any other similar securities held by the
				  purchaser) will not represent more than five per cent of the total number of
				  outstanding shares of common stock of the issuer assuming the exchange or
				  conversion of all securities exchangeable for or convertible into common stock
				  (unless all such shares of common stock are owned by corporations meeting the
				  net worth test of this subsection (b)) provided, however, that the foregoing
				  limitations with respect to transactions in common shares or securities
				  convertible into common shares shall not apply to a transaction (1) in which
				  such securities are offered pro rata to the holders of the outstanding common
				  shares, (2) which is approved by the holders of 75% or more of the outstanding
				  common shares, or (3) there are no common shares or securities convertible into
				  common shares outstanding prior to the transaction.
(c) Any wholly-owned subsidiary of any
				  institutional investor designated in Subdivision (i) of Section
				  25102 of the Code or in this
				  Section.
1. Repealer
					 of subsection (b) and renumbering of subsections (c) and (d) as (b) and (c)
					 filed 4-30-70 as an emergency; designated effective 5-1-70 (Register 70, No.
					 18).
2. Certificate of Compliance filed 6-10-70 (Register 70, No.
					 24).
3. Amendment of subsection (b) filed 11-23-70 as an emergency;
					 designated effective 11-23-70 (Register 70, No. 48).
4. Certificate
					 of Compliance Sec.
					 11422.1, Gov. Code, filed 12-9-70
					 (Register 70, No. 50).
5. Amendment filed 10-15-82; effective
					 thirtieth day thereafter (Register 82, No. 42).
Note: Authority cited: Section
						25610,
						Corporations Code. Reference: Section
						25102,
						Corporations Code.