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Rule 145 -- Reclassification of Securities, Mergers, Consolidations and Acquisitions of Assets |
 | | Rule 145 is designed to make available the protection provided by registration under the Securities Act of 1933, as amended (Act), to persons who are offered securities in a business combination of the type described in paragraphs (a)(1), (2), and (3) of the rule. |
 | | Rule 145 embodies the Commission's determination that such transactions are subject to the registration requirements of the Act, and that the previously existing no-sale theory of |
 | | Note 2: A reclassification of securities covered by Rule 145 would be exempt from registration pursuant to section 3(a)(9) or (11) of the Act if the conditions of either of these sections are satisfied. |
| www.law.uc.edu /CCL/33ActRls/rule145.html (803 words) |