Oregon Administrative Rules › Chapter 441 - DEPARTMENT OF CONSUMER AND BUSINESS SERVICES, FINANCE AND SECURITIES REGULATION › Division 65 - REGISTRATION OF SECURITIES › Section 441-065-0070 - Definitions

Current through Register Vol. 63, No. 7, July 1, 2024
The following definitions are adopted for the purposes of OAR
				441-065-0060  through 441-065-0225:
(1)
			 "Accredited Investor" means a person as defined in OAR 441-035-0010.
(2) "Affiliate" means a person that directly
			 or indirectly controls, is controlled by, or is under common control with, the
			 person specified.
(3) "Aggregate
			 Offering Price" means the sum of all cash, services, property, notes,
			 cancellation of debt, or other consideration to be received by an issuer for
			 issuance of its securities. Where securities are being offered for both cash
			 and non-cash consideration, the aggregate offering price shall be based on the
			 price at which the securities are offered for cash. Any portion of the
			 aggregate offering price attributable to cash received in a foreign currency
			 shall be translated into United States currency at the currency exchange rate
			 in effect at a reasonable time prior to or on the date of the sale of the
			 securities. If securities are not offered for cash, the aggregate offering
			 price shall be based on the value of the consideration established by bona fide
			 sales of that consideration made within a reasonable time, or, in the absence
			 of sales, on the fair value as determined by an accepted standard. Such
			 valuations of non-cash consideration must be reasonable at the time
			 made.
(4) "Effective Date of
			 Registration" means the date an issuer is authorized to sell securities under
			 an order of registration issued by the Director.
(5) "Employee Benefit Plan" means an employee
			 benefit plan as defined by
			 17 CFR
			 230.405 or  17 CFR 230.701.
(6) "Executive Officer" means the president,
			 any vice president in charge of a principal business unit, division or function
			 (such as administration, sales or finance), any other officer who performs a
			 policy making function, or any other person who performs similar policy making
			 functions for the issuer. Executive officers of subsidiaries may be deemed
			 executive officers of the issuer if they perform policy making functions for
			 the issuer.
(7) "Issuer" shall have
			 the meaning given it in ORS
			 59.015, except that in the case
			 of a proceeding under the Federal Bankruptcy Code (11
			 USC 101 et seq. amended through 2017), the
			 trustee or debtor in possession shall be considered the issuer in an offering
			 under a plan of reorganization, if the securities are to be issued under the
			 plan.
(8)
(a) "Permitted Oregon Purchaser" means any
			 person who at the time of sale is or who the issuer reasonably believes is:
(A) A natural person who purchases the
			 security for cash, marketable securities or both at least $10,000 of the
			 securities offered, provided the purchase does not exceed ten percent of the
			 purchaser's net worth at the time of purchase;
(B) A natural person who purchases the
			 securities for cash, marketable securities or both provided:
(i) The purchaser's personal income exceeded
			 $70,000 in each of the two most recent years;
(ii) The purchaser reasonably expects their
			 personal income to exceed $70,000 in the current year; and
(iii) The amount purchased does not exceed
			 ten percent of the purchaser's personal income for the most recent
			 year.
(C) A partnership,
			 corporation, trust or other entity in which all of the equity owners, or
			 holders of beneficial interests in the case of a trust, satisfy the
			 requirements of paragraph (A) or (B) of this section and the amount invested by
			 the entity would be allowable as an individual purchase by each person under
			 the same subsections.