An offer is any attempt to solicit the purchase or sale of a security for value. An offer is considered to have been made in the state where the offer originated, as well as in the state where it is received or directed. An offer will not be considered to have been made if it was received through a television or radio broadcast originating outside the state. Additionally, an offer will not be considered to have been made if received by a newspaper or magazine published out of the state or by a magazine published in a state that has two-thirds of its paid circulation outside of the state.


To sell a security, its ownership must be conveyed for value. A sale is considered to have been made at the time of the contract (trade). A sale of a security that has warrants or a right attached is also considered a sale of the attached security. A sale of any security that is convertible or exercisable into another security is considered to include a sale of the security for which the security is convertible or exercisable. A gift of assessable stock is also considered a sale. Assessable stock is stock that may require the holder to make additional payments as a term of ownership. A sale does not include a dividend or the pledge of a security for a collateral loan.


The term guarantee means that another party, other than the issuer of the security, has guaranteed the payment of principal, interest, or dividends. Only three parties may guarantee something:

• U.S. government

• Insurance company

• Parent company (it may guarantee obligations of a subsidiary)


Contumacy is the willful display of contempt for the administrator's order. An act of contumacy may result in the agent's or firm's registration being revoked or other disciplinary action.

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