Texas Administrative Code
|TITLE 7||BANKING AND SECURITIES|
|PART 7||STATE SECURITIES BOARD|
|CHAPTER 109||TRANSACTIONS EXEMPT FROM REGISTRATION|
|RULE §109.2||Parent Subsidiary Transactions|
Securities issued by a parent corporation for outstanding securities of a corporation in connection with a merger of such corporation into a wholly-owned or materially-owned (80%) subsidiary are exempt within the meaning of §5.G of the Act. The exemption also applies to the issuance of securities by the parent corporation in connection with a consolidation where the resulting new corporation is wholly-owned or materially-owned (80%) by the parent. Similarly, securities issued by a parent corporation for the purchase of assets for a wholly-owned or materially-owned (80%) subsidiary are exempt under §5.G.
|Source Note: The provisions of this §109.2 adopted to be effective January 1, 1976; amended to be effective August 3, 1976, 1 TexReg 1999.|