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Georgia State Code
Title      10
Chapter       5  
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Title 10, Chapter 5, Section 8 (10-5-8)

Code Section 10-5-5 shall not apply to any of the following securities:

(1) Any security (including a revenue obligation) issued or guaranteed by the United States, any state, any political subdivision of a state, or any agency, authority, public corporation, or other instrumentality of one or more of the foregoing, including any underlying or separate security which secures any of the foregoing securities;

(2) Any security issued or guaranteed by Canada, any Canadian province, any political subdivision of any such province, any agency or corporate or other instrumentality of one or more of the foregoing, or any other foreign government with which the United States currently maintains diplomatic relations, if the security is recognized as a valid obligation by the issuer or guarantor;

(3) Any security issued by or guaranteed by any bank organized under the laws of the United States or any bank, savings institution, or trust company organized and supervised under the laws of any state, including any interest or participation in any common trust fund or similar fund maintained by a bank exclusively for the collective investment and reinvestment of assets contributed thereto by such bank in its capacity as a trustee, executor, administrator, or guardian;

(4) Any security issued by and representing an interest in or a debt of, or guaranteed by, any federal savings and loan association or any building and loan or similar association organized under the laws of any state and authorized to do business in this state;

(5) Any security issued by a farmers' cooperative association as defined in Section 521 of the Internal Revenue Code, as now or hereafter amended;

(6) Any security issued or guaranteed by any federal credit union or any credit union, industrial loan association, or similar association organized and supervised under the laws of this state;

(7) Any security issued or guaranteed by any railroad, other common carrier, public utility, or holding company which is:

(A) Subject to the jurisdiction of the Interstate Commerce Commission;

(B) A registered holding company under the Public Utility Holding Company Act of 1935, as now or hereafter amended, or a subsidiary of such a company within the meaning of that act;

(C) Regulated in respect of its rates and charges by a governmental authority of the United States or any state; or

(D) Regulated in respect of the issuance or guarantee of the security by a governmental authority of the United States, any state, Canada, or any Canadian province;

(8) Securities listed or approved for listing upon notice of issuance on the New York Stock Exchange, the American Stock Exchange, the Midwest Stock Exchange, the Pacific Coast Stock Exchange, the Philadelphia-Baltimore-Washington Stock Exchange, or any other stock exchange approved by the commissioner as provided in this paragraph; and all securities senior or substantially equal in rank to any securities so listed or approved, any security represented by subscription rights which have been so listed or approved, or any warrant or right to purchase or subscribe to any of the foregoing, provided that the commissioner may by written order approve any stock exchange in addition to those specified in this paragraph if he finds that it would be in the public interest for securities listed on such exchange to be exempt under this paragraph and provided that the commissioner shall have power at any time by written order to withdraw the approval theretofore so granted;

(8.1) A security designated or approved for designation upon issuance as a national market system security by the National Association of Securities Dealers, Inc., any other security of the same issuer which is of senior or substantially equal rank, a security called for by subscription right or warrant so designated, or a warrant or a right to purchase or subscribe to any of the foregoing;

(9) A note, draft, bill of exchange, or banker's acceptance which arises out of a current transaction, or the proceeds of which have been or are to be used for one or more current transactions, and which has a maturity period at the time of issuance not exceeding nine months exclusive of days of grace, or any renewal thereof which has a maturity period likewise limited. This exemption shall apply only to prime quality negotiable commercial paper not ordinarily purchased by members of the general public, which paper is issued to facilitate well recognized types of current operational business requirements and is eligible for discounting by Federal Reserve Banks;

(10) Notes issued in connection with the acquisition of real or personal property or renewals thereof, if such notes are issued to the sellers of and are secured by all or part of the real or personal property so acquired;

(11) Any security which meets all of the following conditions:

(A) If the issuer is not organized under the laws of the United States or a state, it has appointed a duly authorized agent in the United States for service of process and has set forth the name and address of such agent in any prospectus offering such securities for sale;

(B) A class of the issuer's securities is registered under Section 12 of the Securities Exchange Act of 1934 and has been so registered for the three years immediately preceding the offering date;

(C) Neither the issuer nor a significant subsidiary has had a material default during the last seven years (or during the issuer's existence if less than seven years) in the payment of:

(i) Principal, interest, dividend, or sinking fund installment on preferred stock or indebtedness for borrowed money; or (ii) Rentals under leases with terms of three years or more;

(D) The issuer has had consolidated net income (before extraordinary items and the cumulative effect of accounting changes) of at least $1 million in four of its last five fiscal years including its last fiscal year and, if the offering is of interest-bearing securities, has had for its last fiscal year such net income, but before deduction for income taxes and depreciation, of at least one and one-half times the issuer's annual interest expense, giving effect to the proposed offering and the intended use of the proceeds. "Last fiscal year" means the most recent year for which audited financial statements are available, provided that such statements cover a fiscal period ended not more than 15 months from the commencement of the offering;

(E) If the offering is of stock or shares, other than preferred stock or shares, such securities have voting rights;

(F) If the offering is of stock or shares, other than preferred stock or shares, such securities are owned beneficially or of record, on any date within six months prior to the commencement of the offering, by at least 1,200 persons, and on such date there are at least 750,000 such shares outstanding with an aggregate market value, based on the average bid price for that day, of at least $3.75 million. In connection with the determination of the number of persons who are beneficial owners of the stock or shares of an issuer, the issuer or broker-dealer may rely in good faith for the purposes of this Code section upon written information furnished by the record owners.

Saturday May 23 16:26 EDT


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