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Simple English definitions for legal terms

Section 4(a)(7)

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A quick definition of Section 4(a)(7):

Section 4(a)(7) is a rule that allows people who have bought a special kind of investment called a "security" to sell it to someone else in a private sale. The new buyer has to be a special kind of rich person called an "accredited investor." The seller can't advertise the investment to find a buyer, and they have to wait at least 90 days before selling it. The investment can't be part of a big group of investments that a company is trying to sell all at once, and the company that made the investment can't be in trouble. This rule helps people who have invested in something to sell it later if they need to, without breaking any laws.

A more thorough explanation:

Section 4(a)(7) is a part of the Securities Act that allows individuals to resell securities that were issued in a private placement, but with restrictions on resale. This section is also known as Section 4(1 ½).

Under Section 4(a)(7), an individual who is not the issuer of the security can privately resell the security if certain conditions are met:

  • The purchasers must be accredited investors as defined by Regulation D.
  • The seller cannot generally solicit the securities.
  • If the initial issuer of the security is a non-reporting issuer, then the seller and prospective purchaser must have access to basic information on the issuer.
  • The seller cannot be a "bad actor" under Rule 506(d)(1) under Regulation D.
  • The initial issuer of the security cannot be in bankruptcy, a blank check company, or a shell company.
  • The securities cannot be part of an unsold allotment to an underwriter.
  • The securities must have been outstanding for at least 90 days prior to their resale.

For example, let's say that John purchased shares in a private placement of a startup company. The shares are subject to a restriction on resale, meaning that John cannot sell them to just anyone. However, John can resell the shares to an accredited investor who meets the conditions outlined in Section 4(a)(7).

Another example would be if a venture capital firm invested in a startup and received restricted shares. The firm could later resell those shares to another accredited investor who meets the conditions of Section 4(a)(7).

Section 4(1 ½) | Section 5

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DK ARE YOU RUSSIAN
babycat
18:45
[deleted by babycat]
when is that
Dkk
18:48
@jackfrost11770: nah estonian finnish
ahhh dope do u speak the language(s)
Dkk
18:49
Nah lol, so many vowels. It is like learning hawaiian.
wait so ppl tell you that you have the accent but you don't speak the language? that's so funny
2big2fail
18:52
Pepp when
i didn't learn english until i was like 11, personally i don't think i have the accent cause i've been here my whole life but sometimes ppl tell me i do which is 😭 idk why
18:53
dk have you ever seen a game of pesapallo
Dkk
18:53
Yeah it is weird @jackfrost. I think it comes from my mother cus she has a slight accent. She never spoke the language either though.
Dkk
18:54
@info-man: nah what is that
Dkk
18:54
Oh Finnish Baseball, nah not at all. I have only seen their pole vaulting and big swing thing.
oh yeah maybe that makes sense
guys i ate my cheese and sausage with green onions and im still hungry
talk me down from ordering takeout
sushi looking real good rn
Dkk
18:57
Go out and eat bar snacks and talk to someone. You are already almost 1/6th of the way done with your law school experience! @knowledgeable
Dkk
18:57
Nah just kidding. About 1/9th given summer shit.
2big2fail
18:58
Pemperdine
2big2fail
18:58
Peggerdine
Dkk
18:59
Penerdine
concorde
19:01
pekkerdine
pecorino
JumpySubsequentDolphin
19:02
@KnowledgeableRitzyWasp: doooo it
Dkk
19:02
Hold on, did someone say something earlier that I missed and then @banycat deleted her response after.
Dkk
19:03
A tab on my computer just refreshed and I thought I saw something.
babycat
19:03
just practicing good cyber security :)
Dkk
19:04
Hmmmmm
Dkk
19:04
What did you do @babycat
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