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TITLE 7BANKING AND SECURITIES
PART 7STATE SECURITIES BOARD
CHAPTER 109TRANSACTIONS EXEMPT FROM REGISTRATION
RULE §109.2Parent 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.

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