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Section 541. Rule 147 — Intrastate offers and sales
us SEC - C&DI - Securities Act Rules
541.01 A local bank, whose shares are held only by Texas residents, is planning to form a bank holding company and exchange shares with its shareholders under Rule 147. If shareholders move out of state during the time required to obtain regulatory approvals, such shareholders may be “cashed out” to retain the Rule 147 exemption, assuming cashing out is permitted under the applicable state law. [Jan. 26, 2009]
541.02 [withdrawn, Sept. 20, 2017]
541.03 A family trust that is not deemed to be a separate legal entity has two trustees – only one of which resides in a state where a Rule 147 offering is being made. Following Securities Act Release No. 33-10238, because one of the trustees resides in the state where the Rule 147 offering is being made, the issuer in the Rule 147 offering may offer and sell securities to the trust in the Rule 147 offering. [Sept. 20, 2017]
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