20 LAWS OF MARYLAND [CH. 1

(h) "Non-issuer" means not directly or indirectly for the benefit
of the issuer. ,

(1) "Person" means an individual, a corporation, a partnership, an
association, a joint-stock company, a trust where the interests of the
beneficiaries are evidenced by a security, an unincorporated organiza-
tion, a government, or a political subdivision of a government.

(j) (1) "Sale" or "sell" includes every contract of sale of, contract
to sell, or disposition of, a security or interest in a security for value.

(2) "Offer" or "offer to sell" includes every attempt or offer to dis-
pose of, or solicitation of an offer to buy, a security or interest in
a security for value.

(3) Any security given or delivered with, or as a bonus on ac-
count of, any purchase of securities or any other thing is considered
to constitute part of the subject of the purchase and to have been
offered and sold for value.

(4) A purported gift of assessable stock is considered to involve
an offer and sale.

(5) Every sale or offer of a warrant or right to purchase or sub-
scribe to another security of the same or another issuer, as well as
every sale or offer of a security which gives the holder a present or
future right or privilege to convert into another security of the same
or another issuer, is considered to include an offer of the other
security.

(6) The terms defined in this subsection do not include (A) any
bona fide pledge or loan; (Et), any stock dividend, whether the cor-
poration distributing the dividend is the issuer of the stock or not, if
nothing of value is given by stockholders for the dividend other than
the surrender of a right to a cash or property dividend when each
stockholder may elect to take the dividend in cash or property or in
stock; (G) any act incident to a class vote by stockholders, pursuant
to the certificate of incorporation or the applicable corporation
statute, on a merger, consolidation, reclassification of securities,
or sale of corporate assets in consideration of the issuance of secu-
rities of another corporation; or (D) any act incident to a judicially
approved reorganization in which a security is issued in exchange
for one or more outstanding securities, claims, or property interests,
or partly in such exchange and partly for cash.

(k) "Securities Act of 1933, " "Securities Exchange Act of 1934, "
"Public Utility Holding Company Act of 1935, " and "Investment
Company Act of 1940" mean the federal statutes of those names as
amended before or after the effective date of this act.

(1) "Security" means any note; stock; treasury stock; bond; de-
benture; evidence of indebtedness; certificate of interest or partici-
pation in any profit-sharing agreement; collateral-trust certificate;
preorganization certificate or subscription; transferable share; in-
vestment contract; voting-trust certificate; certificate of deposit for
a security; certificate of interest or participation in an oil, gas, or
mining title or lease or in payments out of production under such a
title or lease; or, in general, any interest or instrument commonly
known as a "security, " or any certificate of interest or participa-
tion in, temporary or interim certificate for, receipt for, guarantee of,