Exempt Transactions

Exempt Transactions. Unless otherwise required by the provisions of the Act or these regulations, and notwithstanding the provisions of Rule 8.14 and 8.15 above, the approval of the Executive Director or Commission is not required before a publicly traded corporation that is an affiliated company may repurchase securities issued by such corporation if: (a) The repurchase is made pursuant to contractual rights or arrangements, including without limitation puts and price guarantees, given the issuer of such securities or his designee at the time of the original issuance of the security; (b) The repurchase is made for purposes of compromising a bona fide dispute with a security holder arising from the original issuance of such securities; (c) The repurchase is made pursuant to calls or redemptions of any securities in accordance with the terms and conditions of the governing instruments of such securities; (d) The repurchase involves securities evidenced by a scrip certificate, order form, or similar document that represents a fractional interest in a share of stock or similar securities; (e) The repurchase is made pursuant to a statutory procedure for the purchase of dissenting security holders' securities; (f) The repurchase is made in order to comply with any court or administrative order; (g) The repurchase is made in accordance with or to effectuate the provisions of any employee compensation arrangement, employee stock plan, or employee benefit program including, without limitation, an employee stock ownership plan or to eliminate or cancel outstanding employee stock options or create a "disposition" for federal income tax purposes as to securities acquired as a result of the exercise of an employee incentive stock option as defined under the Internal Revenue Code; (h) The repurchase involves a transaction or series of related transactions occurring within a fiscal quarter in which the aggregate price of the securities purchased is less than the greater of $1 million or five percent (5%) of the consolidated net worth of the corporation purchasing the securities determined using the most recent audited financial statements of the corporation or the financial statements most recently filed by the corporation with the Securities and Exchange Commission; or (i) The repurchase is made pursuant to a publicly announced open market securities repurchase program in which the price and other terms of sale are not negotiated between the purchaser and seller. (Adopted: 09/25/1991.)