Current through September 18, 2024
Authority: IC 4-33-4; IC 4-35-4
Affected: IC 4-33; IC 4-35; IC 23-19-1-2
Sec. 1.
The following definitions apply throughout this rule:
(1) "Current market price" means the average
of the daily closing prices for the twenty (20) consecutive trading days
immediately preceding the date of the transaction or the closing price on the
day immediately preceding the date of the transaction, whichever is higher. For
the purpose of this definition, the closing price shall be determined as
follows:
(A) If the security is admitted to
trading or listed on the principal national securities and exchange, the
closing price for the day shall be:
(i) the
last reported sale price, regular way; or
(ii) in case no reported sale takes place on
that day, the average of the last reported bid and asked prices, regular way.
In either case, the closing price on the principal national
securities and exchange registered under the Securities and Exchange Act of
1934 (
15
U.S.C. 78a et seq.) on which the security is
admitted to trading or listed.
(B) If the security is not listed or admitted
to trading on a national securities exchange, the closing price for the day
shall be:
(i) the closing price of the
security; or
(ii) in case no
reported sale takes place, the average of the closing bid and asked prices on
NASDAQ or a comparable system.
(C) If the security is not listed or quoted
on NASDAQ or on a comparable system, the closing price for the day shall be:
(i) the closing sale price; or
(ii) in case no reported sale takes place,
the average of the closing bid and asked prices, as furnished by a member of
the National Association of Securities Dealers, Inc., selected from time to
time by the issuer for that purpose.
(2) "Holding company" means a corporation,
firm, partnership, trust, limited liability company, or other form of business
entity that meets the following criteria:
(A)
Directly or indirectly:
(i) owns;
(ii) has the power or right to vote or
control; or
(iii) holds with the
power to vote; all or any part of the stock, interest, or other voting security
of a business entity that holds or has applied for an Indiana casino owner's
license or a supplier's license.
(B) Indirectly holds, holds, or owns any
power, right, or security if it does so through an interest in a subsidiary or
successive subsidiary; however, many such subsidiaries may intervene between
the holding company and the holder or applicant for a casino owner's license or
a supplier's license.
(3)
"Intermediary company" means a corporation, firm, partnership, trust, limited
liability company, or other form of business entity that meets the following
criteria:
(A) Is a holding company of a
holder or an applicant for a casino owner's license or a supplier's
license.
(B) Is a subsidiary with
respect to a holding company.
(4) "Publicly traded corporation" means the
following:
(A) A person, other than an
individual, that:
(i) has one (1) or more
classes of voting securities registered under Section 12 of the Securities and
Exchange Act of 1934 (
15
U.S.C. 78a et seq.);
(ii) issues securities and is subject to
Section 15(d) of the Securities Act of 1934 (
15
U.S.C. 78a et seq.); or
(iii) has one (1) or more classes of voting
securities exempted from the registration requirements of Section 5 of the
Securities Act of 1933 (
15
U.S.C. 78a et seq.) due to an exemption
contained in Section 3(a)(10), 3(a)(11), or 3(c) of the Securities Act of 1933
(15
U.S.C. 78a et seq.); or any other company
required to file under the Securities and Exchange Act of
1934.
(B) A person, other
than an individual, created under the laws of a foreign country that:
(i) has one (1) or more classes of voting
securities registered on that country's securities exchange or over-the-counter
market; and
(ii) the commission has
determined that the business entity's activities are regulated in a manner that
protects the investors and Indiana. The term includes any person, other than an
individual, that has securities registered or is an issuer under this
definition solely because it guaranteed a security issued by an affiliate under
a public offering and is considered by the Securities and Exchange Commission
to be a co-issuer of a public offering of securities under Rule 140 of the
Securities and Exchange Act of 1934 (
15
U.S.C. 78a et seq.).
(5) "Public offering"
means a sale of voting securities that is subject to the registration
requirements of Section 5 of the Securities Act of 1933 (
15
U.S.C. 78a et seq.), or that is exempt from
the requirements solely by reason of an exemption contained in either:
(A) Section 3(a)(10), 3(a)(11), or 3(c) of
the Securities Act of 1933 (
15
U.S.C. 78a et seq.); or
(B) Regulation A or Regulation D adopted
under Section 3(b) of the Securities Act of 1933 (
15
U.S.C. 78a et seq.).
(6) "Security" has the meaning set forth in
IC
23-19-1-2
(28).
(7) "Subsidiary" means a
firm, partnership, trust, limited liability company, or other form of business
organization, all or any interest of which is:
(A) owned;
(B) subject to a power or right of control;
or
(C) held with power to vote;
directly, indirectly, or in conjunction with a holding company or intermediary
company.
(8) "Voting
security" means a security the holder of which is entitled to vote generally
for the election of a member or members of the board of directors or board of
trustees of a corporation or a comparable person or persons in the case of a
partnership, trust, or other form of business organization other than a
corporation.
