18 LAWS OF MARYLAND [CH. 1

tion known to him when the registration statement became effective
unless the proceeding is instituted within the next thirty days.

(b) The Commissioner may by order summarily postpone or sus-
pend the effectiveness of the registration statement pending final
determination of any proceeding under this section. Upon the entry
of the order, the Commissioner shall promptly notify each person
specified in subsection (c) that it has been entered and of the reasons
therefor and that within fifteen days after the receipt of a written
request the matter will be set down for hearing. If no hearing is
requested and none is ordered by the Commissioner, the order will
remain in effect until it is modified or vacated by the Commissioner.
If a hearing is requested or ordered, the Commissioner, after notice
of and opportunity for hearing to each person specified in subsection
(c),, may modify or vacate the order or extend it until final determi-
nation.

(c) No stop order may be entered under any part of this section
except the first sentence of subsection (b) without (1) appropriate
prior notice to the applicant or registrant, the issuer, and the person
on whose behalf the securities are to be or have been offered, (2)
opportunity for hearing, and (3) written findings of fact and con-
clusions of law.

(d) The Commissioner may vacate or modify a stop order if he
finds that the conditions which prompted entry have changed or that
it is otherwise in the public interest to do so.

General Provisions
§ 25. Definitions.

When used in this act, unless the context otherwise requires:

(a) "Agent" means any individual other than a broker-dealer who
represents a broker-dealer or issuer in effecting or attempting to
effect purchases or sales of securities. "Agent" does not include an
individual who represents an issuer in (1) effecting transactions in
a security exempted by clause (1), (2), (3), (10), or (11) of section
26 (a), (2) effecting transactions exempted by section 26 (b), or (3)
effecting transactions with existing employees, partners, or directors
of the issuer if no commission or other remuneration is paid or given
directly or indirectly for soliciting any person in this state. A partner,
officer, or director of a broker-dealer or issuer, or a person occupying
a similar status or performing similar functions, is an agent only if
he otherwise comes within this definition.

(b) "Broker-dealer" means any person engaged in the business of
effecting transactions in securities for the account of others or for his
own account. "Broker-dealer" does not include (1) an agent, (2) an
issuer, (3) a bank, savings institution, or trust company, or (4) a
person who has no place of business in this state if (A) he effects
transactions in this state exclusively with or through (i) the issuers
of the securities involved in the transactions, (ii) other broker-
dealers, or (iii) banks, savings institutions, trust companies, insur-
ance companies, investment companies as defined in the Investment
Company Act of 1940, pension or profit-sharing trusts, or other
financial institutions or institutional buyers, whether acting for them-