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General Rules and Regulations
promulgated
under the
Securities Act of 1933
Rule 144A -- Private Resales of Securities to Institutions
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Preliminary Notes
母亲阎维文1. This ction relates solely to the application of ction 5 of the Act and not to antifraud or other provisions of the federal curities laws.
2. Attempted compliance with this ction does not act as an exclusive election; any ller hereunder may also claim the availability of any other applicable exemption from the registration requirements of the Act.
3. In view of the objective of this ction and the policies underlying the Act, this ction is not available with respect to any transaction or ries of transactions that, although in technical compliance with this ction, is part of a plan or scheme to evade the registration provisions of the Act. In such cas, registration under the Act is required.
4. Nothing in this ction obviates the need for any issuer or any other person to comply with the curities registration or broker-dealer registration requirements of the Securities Exchange Act of 1934 (the Exchange Act), whenever such requirements are applicable.
5. Nothing in this ction obviates the need for any person to comply with any applicable state law relating to the offer or sale of curities.
6. Securities acquired in a transaction made pursuant to the provisions of this ction are deemed to be restricted curities within the meaning of Rule 144(a)(3).
7. The fact that purchars of curities from the issuer thereof may purcha such curities with a view to relling such curities pursuant to this ction will not affect the availability to such issuer of an exemption under ction 4(2) of the Act, or Regulation D under the Act, from the registration requirements of the Act.
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a.Definitions.
1.For purpos of this ction, qualified institutional buyer shall mean:
i.Any of the following entities, acting for its own account or the accounts of other qualified institutional buyers, that in the aggregate owns and invests on a discretionary basis at least $100 million in curities of issuers that are not affiliated with the entity:
A.Any insurance company文艺复兴的时间 as defined in ction 2(a)(13) of the Act ;
Note: A purcha by an insurance company for one or more of its parate accounts, as defined by ction 2(a)(37) of the Investment Company Act of 1940 (the "Investment Company Act"), which are neither registered under ction 8 of the Investment Company Act nor required to be so registered, shall be deemed to be a purcha for the account of such insurance company.
B.Any investment company registered under the Investment Company Act or any business development company as defined in ction 2(a)(48) of that Act;
C.Any Small Business Investment Company licend by the U.S. Small Business Administration under ction 301(c) or (d) of the Small Business Investment Act of 1958;
D.Any plan 丽江行established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees;
E.Any employee benefit plan within the meaning of title I of the Employee Retirement Income Security Act of 1974;
F.Any trust fund who trustee is a bank or trust company and who participants are exclusively plans of the types identified in paragraph (a)(1)(i)(D) or (E) of this ction, except trust funds that include as participants individual retirement accounts or H.R. 10 plans.
G.Any business development company as defined in ction 202(a)(22) of the Investment Advirs Act of 1940;
H.Any organization described in ction 501(c) (3) of the Internal Revenue Code, corporation (other than a bank as defined in ction 3(a)(2) of the Act or a savings and lo
an association or other institution referenced in ction 3(a)(5)(A) of the Act or a foreign bank or savings and loan association or equivalent institution), partnership, or Massachutts or similar business trust; and
I.Any investment advir registered under the Investment Advirs Act.
ii.Any 发觉的近义词dealer registered pursuant to ction 15 of the Exchange Act, acting for its own account or the accounts of other qualified institutional buyers, that in the aggregate owns and invests on a discretionary basis at least $10 million of curities of issuers that are not affiliated with the dealer, Provided, That curities constituting the whole or a part of an unsold allotment to or subscription by a dealer as a participant in a public offering shall not be deemed to be owned by such dealer;
