Journal of the Senate of the State of Texas, Regular Session of the Sixty-Fourth Legislature, Volume 2 Page: 1,609
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(4) The terms "sale" or "offer for sale" or "sell" shall include every disposition,
or attempt to dispose of a real estate syndicate security for value. The term "sale"
means and includes contracts and agreements whereby real estate syndicate securities
are sold, traded or exchanged for money, property or other things of value, or any
transfer or agreement to transfer, in trust or otherwise. Any real estate syndicate
security given or delivered with or as a bonus on account of any purchase of securities
or other thing of value, shall be conclusively presumed to constitute a part of the subject
of such purchase and to have been sold for value. The term "sell" means any. act by
which a sale is made, and the term "sale" or "offer for sale" shall include a
subscription, an option for sale, a solicitation of sale, a solicitation of an offer to buy,
an attempt to sell, or an offer to sell, directly or by an agent or salesman.
(5) The terms defined in this section do not include:
(a) a bona fide secured transaction in or loan secured by outstanding certificates
of interest, or
(b) an act incidental to judicially approved arrangement or reorganization in
which certificates of interest are issued in exchange for one or more certificates in
interest, claims or property interests, or partly in such exchange and partly for cash.
(6) "Administrator" mtans the Administrator of the Texas Real Estate
Commission.
(7) "Real estate syndicate prospectus" means a prospectus containing material
specified in Subsection (b), Section 6, of this Act.
(8) The term "sponsor" means a person performing the act and assuming the
duties of a manager pursuant to the provisions of the agreement or instrument under
which the real estate syndicate security is issued or a person in active control of the real
estate who sells the interests or participations or a person who sells the interests or
participations. The determination of a person in active control shall be made on the
basis of the actual relationship of the parties and not on the basis of the legal
designation of a person's interest.
(9) The term "issuer" means the real estate syndicate in which the real estate
syndicate security represents an interest.
(10) The term "person" shall include a corporation, natural person, joint stock
company, partnership, limited partnership, association, company, firm, syndicate, trust
incorporated or unincorporated, heretofore or hereafter formed under the laws of this
or any other state, country, sovereignty or political subdivision thereof, and shall
include a government, or political subdivision or agency thereof. As used herein, the
term "trust" shall be deemed to include a common law trust, but shall not include a
trust created or appointed under or by virtue of a last will and testament or by a court
of law or equity. Under the criminal penal provisions of Section 22 of this Act, the
word "person" shall mean natural person. If an entity if formed for the purpose of
acquiring an interest in a real estate syndicate, each holder of an interest in that entity
shall be counted as a separate holder of the real estate syndicate.
(11) The term "applicant" shall mean any person, as defined in this section,
applying for qualification of a real estate syndicate security as provided in Section 5 of
this Act.
(12) "Commission" means the Texas Real Estate Commission.
Sec. 3. GENERAL EXCLUSIONS. The provisions of this Act do not apply to
the following:
(1) real estate syndicate securities participating in the title or lease of oil, gas, or
mining interests;
(2) a share, membership, or certificate of interest in a real estate investment
trust subject to the provisions of the Texas Real Estate Investment Trust Act;
(3) a real estate syndicate security for which a registration statement has been
filed and has become effective under the Securities Act of 1933;
(4) the sale or offer for sale of real estate syndicate securities made with public
solicitation or advertisements as defined by the Texas Securities Act and as interpretedMay 21, 1975
SENATE JOURNAL
1609
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Texas. Legislature. Senate. Journal of the Senate of the State of Texas, Regular Session of the Sixty-Fourth Legislature, Volume 2, legislative document, 1975; (https://texashistory.unt.edu/ark:/67531/metapth146007/m1/97/: accessed April 19, 2024), University of North Texas Libraries, The Portal to Texas History, https://texashistory.unt.edu; crediting UNT Libraries Government Documents Department.