2008

LAWS OF MARYLAND

[Ch. 311

(12)          ANY OFFER, BUT NOT A SALE, OF A SECURITY FOR
WHICH A REGISTRATION STATEMENT HAS BEEN FILED UNDER THIS
TITLE IF A STOP ORDER OR REFUSAL ORDER IS NOT IN EFFECT
AND A PUBLIC PROCEEDING OR EXAMINATION LOOKING TOWARD
SUCH AN ORDER IS NOT PENDING, AND IF THE OFFEROR COMPLIES
WITH §11-502(C) OR §11-504(D) OF THIS TITLE; AND

(13)         ANY OFFER OR SALE OF A SECURITY BY OR THROUGH
A REGISTERED BROKER-DEALER IF:

(I)       THE OFFER OR SALE IS NOT DIRECTLY OR
INDIRECTLY FOR THE BENEFIT OF THE ISSUER OR A PERSON WHO
IS KNOWN OR WHO REASONABLY SHOULD BE KNOWN TO THE
BROKER-DEALER TO BE THE RECORD OR BENEFICIAL OWNER OF 10
PERCENT OR MORE OF THE OUTSTANDING VOTING SECURITIES OF
THE ISSUER;

(II)    THE SECURITY IS NOT PART OF AN UNSOLD
ALLOTMENT OR SUBSCRIPTION TAKEN BY A PARTICIPANT IN A
DISTRIBUTION DIRECTLY OR INDIRECTLY FOR THE BENEFIT OF
THE ISSUER OR A PERSON WHO IS KNOWN OR WHO REASONABLY
SHOULD BE KNOWN TO THE BROKER-DEALER TO BE THE RECORD
OR BENEFICIAL OWNER OF 10 PERCENT OR MORE OF THE
OUTSTANDING VOTING SECURITIES OF THE ISSUER; AND

(III)           AN ADMINISTRATIVE STOP ORDER OR

SIMILAR ORDER OR PERMANENT OR TEMPORARY INJUNCTION OF ANY
COURT OF COMPETENT JURISDICTION IS NOT IN EFFECT UNDER
THIS TITLE OR UNDER ANY FEDERAL OR STATE ACT AGAINST THE
OFFERING OR SALE OF THE SECURITY OR ANY SECURITY OF THE
SAME CLASS.

REVISOR'S NOTE: This section presently appears as
Art. 32A, §26(b).

In item (6) of this section, the words
"personal representative" are substituted for
"executor {and} administrator."          In this

regard, see Art. 1, §5 of the Code.

The only other changes are technical changes
in style.

DENIAL OR REVOCATION OF EXEMPTION.

COMMISSIONER MAY DENY OR REVOKE EXEMPTION.

(1)       THE COMMISSIONER BY ORDER MAY        DENY OR
REVOKE ANY EXEMPTION SPECIFIED IN §11-601(9) OR (11) OR
§11-602 OF THIS SUBTITLE WITH RESPECT TO A SPECIFIC
SECURITY OR TRANSACTION.

(2)            THE ORDER MAY NOT BE ENTERED WITHOUT
APPROPRIATE PRIOR NOTICE TO ALL INTERESTED PARTIES,

11-603.
(A)