13 Miss. Code. R. 2-8.16 - Exempt Transactions
Unless otherwise required by the provisions of the Act or these regulations, and notwithstanding the provisions of Sections 14 and 15 above, the approval of the Executive Director or Commission is not required before a publicly traded corporation that is an affiliated company may repurchase securities issued by such corporation if:
(a) The repurchase is made pursuant to
contractual rights or arrangements, including without limitation puts and price
guarantees, given the issuer of such securities or his designee at the time of
the original issuance of the security;
(b) The repurchase is made for purposes of
compromising a bona fide dispute with a security holder arising from the
original issuance of such securities;
(c) The repurchase is made pursuant to calls
or redemptions of any securities in accordance with the terms and conditions of
the governing instruments of such securities;
(d) The repurchase involves securities
evidenced by a scrip certificate, order form, or similar document that
represents a fractional interest in a share of stock or similar
securities;
(e) The repurchase is
made pursuant to a statutory procedure for the purchase of dissenting security
holders' securities;
(f) The
repurchase is made in order to comply with any court or administrative
order;
(g) The repurchase is made
in accordance with or to effectuate the provisions of any employee compensation
arrangement, employee stock plan, or employee benefit program including,
without limitation, an employee stock ownership plan or to eliminate or cancel
outstanding employee stock options or create a "disposition" for federal income
tax purposes as to securities acquired as a result of the exercise of an
employee incentive stock option as defined under the Internal Revenue
Code;
(h) The repurchase involves a
transaction or series of related transactions occurring within a fiscal quarter
in which the aggregate price of the securities purchased is less than the
greater of $1 million or five percent (5%) of the consolidated net worth of the
corporation purchasing the securities determined using the most recent audited
financial statements of the corporation or the financial statements most
recently filed by the corporation with the Securities and Exchange Commission;
or
(i) The repurchase is made
pursuant to a publicly announced open market securities repurchase program in
which the price and other terms of sale are not negotiated between the
purchaser and seller. (Adopted: 09/25/1991.)
Notes
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