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Corporations Code - CORP - CORP § 25116
Corporations Code - CORP - CORP § 25116
(a) An evidence of indebtedness issued pursuant to a qualification under this chapter or Chapter 3 (commencing with Section 25120), and the purchasers or holders thereof, shall be exempt from the usury provisions of the Constitution, subject to compliance by the issuer and purcha
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Corporations Code - CORP - CORP § 25117
Corporations Code - CORP - CORP § 25117
(a) An evidence of indebtedness, and the purchasers or holders thereof, shall be exempt from the usury provisions of Section 1 of Article XV of the California Constitution if (1) the evidence of indebtedness is rated or provisionally rated by Standard & Poor’s Corporation as AAA,
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Corporations Code - CORP - CORP § 25118
Corporations Code - CORP - CORP § 25118
(a) An evidence of indebtedness issued by an entity or guaranteed by an entity that is an affiliate (as defined in Section 150) of the borrower that, on the day the evidence of indebtedness issued or guaranty is first issued or entered into, has total assets of at least two milli
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Corporations Code - CORP - CORP § 2512
Corporations Code - CORP - CORP § 2512
“Share exchange tender offer” means any acquisition by one social purpose corporation in exchange in whole or in part for its equity securities, or the equity securities of a corporation or a social purpose corporation that is in control of the acquiring social purpose corporatio
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Corporations Code - CORP - CORP § 25120
Corporations Code - CORP - CORP § 25120
(a) Except as provided in subdivision (b), it is unlawful for any person to offer or sell in this state any security in any of the following manners: (1) In an issuer transaction in connection with any change in the rights, preferences, privileges, or restrictions of or on outsta
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Corporations Code - CORP - CORP § 25121
Corporations Code - CORP - CORP § 25121
The securities qualified for sale under this chapter shall be qualified by permit under this section. The application for the permit shall be signed and verified by the issuer and shall contain such information and be accompanied by such documents as shall be required by rule of
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Corporations Code - CORP - CORP § 25122
Corporations Code - CORP - CORP § 25122
Qualification of securities under this chapter becomes effective upon the commissioner issuing a permit authorizing the issuance of such securities.
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Corporations Code - CORP - CORP § 2513
Corporations Code - CORP - CORP § 2513
“Special purpose” means the special purpose set forth in a social purpose corporation’s articles pursuant to subdivision (b) of Section 2602.
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Corporations Code - CORP - CORP § 25130
Corporations Code - CORP - CORP § 25130
It is unlawful for any person to offer or sell any security in this state in any nonissuer transaction unless it is qualified for such sale under this chapter or under Section 25111 or 25113 of Chapter 2 (commencing with Section 25110) of this part (and no order under Section 251
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Corporations Code - CORP - CORP § 25131
Corporations Code - CORP - CORP § 25131
(a) The securities to be offered or sold in a nonissuer transaction, which are not eligible for qualification under Section 25111, shall be qualified by notification under this section; provided however that securities offered in a nonissuer transaction pursuant to an exemption u
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Corporations Code - CORP - CORP § 25132
Corporations Code - CORP - CORP § 25132
Every qualification under this chapter and every qualification of a nonissuer transaction under Section 25111 is effective for 12 months from its effective date, except during the time a stop order under Section 25140 or an order under subdivision (a) of Section 25143 is in effec
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Corporations Code - CORP - CORP § 25133
Corporations Code - CORP - CORP § 25133
It is unlawful for any person without the written consent of the commissioner to consummate the sale or transfer of any securities heretofore or hereafter placed in escrow pursuant to a condition ordered by the commissioner and that have not been released from escrow, or that are
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Corporations Code - CORP - CORP § 25134
Corporations Code - CORP - CORP § 25134
Every applicant seeking qualification for the sale of securities shall, upon request of the commissioner, furnish to the commissioner an authorization for examination of the applicant’s financial records of the sale of such securities pursuant to Section 7473 of the Government Co
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Corporations Code - CORP - CORP § 2514
Corporations Code - CORP - CORP § 2514
“Special purpose current report” means the report required of a social purpose corporation pursuant to Section 3501.
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Corporations Code - CORP - CORP § 25140
Corporations Code - CORP - CORP § 25140
(a) (1) The commissioner may issue a stop order denying effectiveness to, or suspending or revoking the effectiveness of, any qualification of an underwritten offering of securities under Section 25111, 25112 or 25131 or may suspend or revoke any permit issued under Section 25113
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Corporations Code - CORP - CORP § 25141
Corporations Code - CORP - CORP § 25141
The commissioner may impose as a condition of qualification under Chapter 2 (commencing with Section 25110) or Chapter 3 (commencing with Section 25120) of this part conditions requiring the deposit in escrow of securities, imposing a legend condition restricting the transferabil
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Corporations Code - CORP - CORP § 25142
Corporations Code - CORP - CORP § 25142
When application is made for a permit to issue securities or to deliver other consideration (whether or not the security or transaction is exempt from qualification or not required to be qualified) in exchange for one or more bona fide outstanding securities, claims, or property
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Corporations Code - CORP - CORP § 25143
Corporations Code - CORP - CORP § 25143
(a) The commissioner may by order summarily postpone or suspend the effectiveness of any qualification pending final determination of any proceeding under this chapter. Upon the entry of the order, the commissioner shall promptly notify each person specified in subdivision (b) of
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Corporations Code - CORP - CORP § 25144
Corporations Code - CORP - CORP § 25144
The commissioner may vacate or modify a stop order if he finds that the conditions which caused its entry have changed or that it is otherwise in the public interest to do so.
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Corporations Code - CORP - CORP § 25145
Corporations Code - CORP - CORP § 25145
Every issuer qualifying securities for sale in this state shall at all times keep and maintain a complete set of books, records, and accounts of such sales and the disposition of the proceeds thereof, and shall thereafter, at such times as are required by the commissioner, make a
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Corporations Code - CORP - CORP § 25146
Corporations Code - CORP - CORP § 25146
For a period of 18 months after the qualification is effective, the commissioner may by rule or order require an issuer who has filed an application to file reports not more often than semiannually for the purpose of keeping reasonably current the information contained in the app
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Corporations Code - CORP - CORP § 25147
Corporations Code - CORP - CORP § 25147
The commissioner may by rule or order require as a condition of qualification that any security qualified under Section 25113 be sold only on a specified form of subscription or sale contract, and that a signed or conformed copy of each contract be preserved for any period up to
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Corporations Code - CORP - CORP § 25148
Corporations Code - CORP - CORP § 25148
Except in cases where the delivery of a prospectus or proxy statement is required under the Securities Act of 1933 or the Securities Exchange Act of 1934, the commissioner may by rule or order require as a condition of qualification under Section 25112, 25113, 25122 or 25131 that
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Corporations Code - CORP - CORP § 25149
Corporations Code - CORP - CORP § 25149
The commissioner may act as escrow holder for securities required to be deposited in escrow by his order.
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Corporations Code - CORP - CORP § 2515
Corporations Code - CORP - CORP § 2515
“Special purpose MD&A” means the management discussion and analysis required of a social purpose corporation pursuant to subdivision (b) of Section 3500.