General and Special Laws of The State of Texas Passed By The Third Called Session of the Fifty-Seventh Legislature and the Regular Session of the Fifty-Eighth Legislature Page: 474
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58TH LEGISLATURE-REGULAR SESSION
Sec. 2. Subsection G of Section 5 of the Securities Act, Acts, 1957,
Fifty-fifth Legislature, Chapter 269,95 is hereby amended to read as fol-
lows:
"G. The issue or sale of securities (a) by one corporation to another
corporation or the security holders thereof pursuant to a vote by one or
more classes of such security holders, as required by the certificate of in-
corporation or the applicable corporation statute, in connection with a
merger, consolidation or sale of corporate assets, or (b) by one corporation
to its own stockholders in connection with the change of par value stocks to
no par value stock or vice versa, or the exchange of outstanding shares
for the same or a greater or smaller number of shares; provided that in
any such case such security holders do not pay or give or promise and are
not obligated to pay or give any consideration for the securities so issued
or sold other than the securities of the corporation then held by them."
Sec. 3. Subsection H of Section 5 of the Securities Act, Acts, 1957,
Fifty-fifth Legislature, Chapter 269,9 is hereby amended so as to read as
follows:
"H. The sale of any security to any bank, trust company, building
and loan association, insurance company, surety or guaranty company,
savings institution, investment company as defined in the Investment
Company Act of 1940, small business investment company as defined in
the Small Business Investment Act of 1958, as amended, or to any regis-
tered dealer actually engaged in buying and selling securities; or the
issue or sale of any investment contract in connection with an employees'
stock bonus, annuity, pension, profit-sharing or similar employee benefit
plan provided the securities purchased under the plan either would be
exempt if sold by a registered dealer under Section 6 hereof or shall be
qualified under Section 7 hereof or purchased in a transaction exempt
under Section 5 hereof."
Sec. 4. Subsection I of Section 5 of the Securities Act, Acts, 1957,
Fifty-fifth Legislature, Chapter 269,97 is hereby amended so as to read as
follows:
"I. Provided such sale is made without any public solicitation or
advertisements, (a) the sale of any security by the issuer thereof so long
as the total number of security holders of the issuer thereof does not ex-
ceed thirty-five (35) persons after taking such sale into account; (b) the
sale of shares of stock pursuant to the grant of an employees' restricted
stock option as defined in the Internal Revenue Laws of the United States;
or (c) the sale by an issuer of its securities during the period of twelve
(12) months ending with the date of the sale in question to not more than
fifteen (15) persons (excluding, in determining such fifteen (15) persons,
purchasers of securities in transactions exempt under other provisions of
this Section 5, purchasers of securities exempt under Section 6 hereof and
purchasers of securities which are part of an offering registered under
Section 7 hereof), provided such persons purchased such securities for
their own account and not for distribution.
"The issuer shall file a notice not less than five (5) days prior to the
date of consummation of any sale claimed to be exempt under the provi-
sions of clause (c), of this Subsection I, setting forth the name and address
of the issuer, the total amount of the securities to be sold under this
clause, the price at which the securities are to be sold, the date on which
the securities are to be sold, the names and addresses of the proposed pur-
chasers, and such other information as the Commissioner may reasonably
95. Vernon's Ann.Civ.St. art. 581-5, sub- 97. Vernon's Ann.Civ.St. art. 681--6, sub-
sec. G. sec. L
96. Vernon's Ann.Civ.St. art. 581-5,
subsec. H.
474Ch. 170
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Texas. Legislature. General and Special Laws of The State of Texas Passed By The Third Called Session of the Fifty-Seventh Legislature and the Regular Session of the Fifty-Eighth Legislature, legislative document, 1963; [Austin, Texas]. (https://texashistory.unt.edu/ark:/67531/metapth221759/m1/810/?q=+date%3A1945-1972: accessed July 16, 2024), University of North Texas Libraries, The Portal to Texas History, https://texashistory.unt.edu; crediting UNT Libraries Government Documents Department.