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(a) The improvident closing of a sale of securities in violation of a provision of 3 AAC 08.500 - 3 AAC 08.505 does not by itself invalidate the registration of the securities if the registrant
(1) seeks an appropriate amendment to the registration with the administrator, provides full details of the transaction, demonstrates that the registrant and the person acting on behalf of the registrant who sold the security acted in good faith, demonstrates that the sale was made without an intent to violate the provisions of this section, and receives an amended order authorizing the proposed transaction;
(2) cancels the sale or provides rescission to the purchaser involved within a reasonable time after discovery; or
(3) either
(A) cancels the sale or provides rescission before release of proceeds held in escrow under AS 45.55.110 and 3 AAC 08.180 - 3 AAC 08.186; or
(B) has the financial capacity to pay and offers to or does provide the rescission payment out of separate funds, if the payment does not create additional risks or obligations to the remaining purchasers or the project for which the money was raised.
(b) Regardless of whether a registrant cancels a sale or provides rescission under this section to a purchaser who is counted as a purchaser in a "calculation of number of purchasers" under 17 C.F.R. 230.501, the registrant may not omit that purchaser from the "calculation of number of purchasers" for purposes of meeting the requirements of 3 AAC 08.505(a) (2).
(c) A rescission payment or payment date may not be made subject to resale of the interest to be cancelled.
(d) This section applies to the registrant and any other person who is responsible for the sale of security and subject to the requirements of AS 45.55 and this chapter.
(e) A rescission payment under this section must be made without condition, and the person offering the rescission must have the financial capacity to pay.
(f) If the rescission creates additional risks or obligations for the remaining purchasers who do not accept rescission under (a) of this section, those risks and obligations must be disclosed.
(g) This section does not relieve a person from compliance with other federal or state law.
History: Eff. 4/19/2000, Register 154
Authority: AS 45.55.110
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Last modified 7/05/2006