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Simple English definitions for legal terms

Section 4(a)(7)

Read a random definition: Blaine amendment

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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yeah there are so many good cuisines in ithaca
renard99
22:31
@lilypadfrog: that’s a pity I’da be liking them all
texaslawhopefully
22:31
Only food I’m going to miss for sure if I leave Texas is texmex
22:31
waspy hasnt had thai food in ithaca yet. ithaca thai is so good
^^^^ truuuuuu
22:32
there are two major thai places and they have very similar names bc a divorced husband and wife own them lol
22:32
personally i think taste of thai is better than taste of thai express but thats just me
i had pho tho and it was really good and huge portions
texaslawhopefully
22:32
Glad they have good Thai food, I love Thai food! Can’t wait to visit :)
22:33
when tex goes to ithaca i want to come
Dkk
22:34
Crying Tiger, best Thai dish.
damn im so hungry all i had today was a curry tonkatsu and buldak
and it was a lil baby noodle cup
vvv hungry
22:36
curry tonkatsu so yummeh
22:36
whats even open rn? pizza?
CTB is it i think
22:37
is collegetown pizza not open
22:37
i used to get a slice from there or wings over at like 1am after my shift at the restaurant
Dkk
22:48
Ross Ulbricht free. God Bless Trump. Huge win.
JeremyFragrance
22:54
agreed
texaslawhopefully
22:55
This is an interesting read: https://thedispatch.com/article/birthright-citizenship-trump-implications/
Dkk
23:01
I mean, idk how it's possible to end birth right citizenship without amending the constitution because to me the 14th amendment is pretty clear about it.
ross ulbricht tried to hire a hitman to kill 5 people
i am not that sympathetic to him
Dkk
23:04
@KnowledgeableRitzyWasp: That might have been an FBI agent. It was most likely him and he was most likely doing it to retrieve stolen funds that corrupt FBI agents stole, but yeah moral gray area but me personally, cool with hitmen. It's not like it is uncommon to hire hitmen. I don't think the action itself is necessarily wrong but the intent behind it can be.
Dkk
23:05
Like, Boeing whistblowers being killed by hitmen = wrong but a guy hiring hitmen to retrieve stolen funds = good to me.
texaslawhopefully
23:05
@Dkk: Yeah, for sure. My guess is it'll go to SCOTUS and it'll be 8-1 or 7-2, saying that EO was unconstitutional.
Dkk
23:06
Indeed. I need a count for how many exectuive orders he has signed and how many already have pending lawsuits.
i've been away for a while what were the most recent waves? any this week?
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