690. Unless the context otherwise requires, in this article:
(a) "Offer" or "offer to sell" includes every attempt or offer to
dispose of, or solicitation of an offer to buy, a security for value.
(b) "Sale" or "sell" includes every contract of sale of, contract
to sell, or disposition of, a security for value. "Sale" or "sell"
includes any exchange of securities and any change in the rights,
preferences, privileges, or restrictions of or on outstanding
securities.
(c) "Security" means any stock, capital note, or debenture, or any
warrant, right, or option to subscribe to or purchase any of the
foregoing.
(d) The terms defined in subdivisions (a) and (b) do not include
any stock dividend payable with respect to common stock of a bank
solely (except for any cash or scrip paid for fractional shares) in
shares of such common stock, if such bank has no other class of
voting stock outstanding, provided that shares issued in any such
dividend shall be subject to any conditions previously imposed by the
commissioner applicable to the shares with respect to which they are
issued.
691. No bank organized under the laws of this state shall offer or
sell any security issued by it unless the commissioner has issued a
permit authorizing such sale.
691.1. The following transactions are exempt from Section 691:
(a) (1) Any offer (but not a sale) not involving a public offering
by a bank organized under the laws of this state of its securities
and the execution and delivery of any agreement for the sale of the
securities pursuant to the offer if no part of the consideration for
the securities is paid to or received by the bank and none of the
securities are issued until the sale of the securities is authorized
by the commissioner or exempted from authorization.
(2) For purposes of paragraph (1), an offer does not involve any
public offering if the offers are not made to more than 25 persons
and any agreement for the sale of the securities is not entered into
with more than 10 of those 25 persons, and if all of the offerees
either have a preexisting personal or business relationship with the
bank or its officers, directors, or controlling persons, or by reason
of their business or financial experience the offerees could be
reasonably assumed to have the capacity to protect their own
interests in connection with the transaction.
(b) Any stock split by a bank organized under the laws of this
state that is effected pursuant to an amendment to its articles, an
agreement of merger, or a certificate of ownership that has been
approved by the commissioner, unless this exemption is withheld by
order of the commissioner.
(c) Any offer or sale of securities by a bank organized under the
laws of this state that is either (1) to a person actually approved
by the commissioner pursuant to Section 702 to acquire control of the
bank if all of the material terms and conditions of the offer and
sale of securities are disclosed in the application for approval
specified in Section 702 and the offer and sale of securities is in
accordance with the terms and subject to the conditions of the
approval to acquire control or (2) in a transaction exempted from the
approval requirement of Section 701 by a regulation or an order of
the commissioner, unless this exemption is withheld by order of the
commissioner.
692. An application for a permit shall be in such form and contain
such information as the commissioner may prescribe.
692.1. The commissioner shall charge and collect fees for
applications filed under this article as fixed in this section.
(a) The fee for a negotiating permit shall be fifty dollars ($50).
(b) The fee for a permit to exchange a security or to make any
change in the rights, preferences, privileges, or restrictions of or
on outstanding securities shall be fifty dollars ($50).
(c) The fee for any permit to sell securities other than as
specified in subdivision (b) shall be one hundred dollars ($100) plus
one-tenth of one percent (0.1%) of the aggregate value of the
securities sought to be sold, up to a maximum aggregate fee of one
thousand seven hundred fifty dollars ($1,750).
693. If the commissioner finds that the proposed sale of securities
is fair, just, and equitable, he or she shall issue to the applicant
a permit authorizing it to offer and sell the securities in such
amount and upon such terms and conditions as he or she may provide in
the permit. If the commissioner finds otherwise, he or she shall
deny the application.
694. The commissioner may impose conditions in any permit issued
under Section 693, requiring the deposit in escrow of securities,
imposing a legend condition restricting the transferability thereof,
impounding the proceeds from the sale thereof, limiting the expense
in connection with the sale thereof, or such other conditions as he
or she deems reasonable and necessary or advisable in the public
interest.
695. Every permit issued pursuant to Section 693 shall recite that
it is permissive only and does not constitute a recommendation or
endorsement of the securities permitted to be sold.
696. The commissioner may amend, alter, suspend, or revoke any
permit issued pursuant to Section 693.
696.5. Whenever a bank applies for a permit to issue any security
or to deliver any other consideration (whether or not such security
or such transaction is exempt from, or not subject to, the provisions
of Section 691) in exchange for one or more bona fide outstanding
securities (as defined in Section 25019 of the Corporations Code),
claims, or property interests, or partly in such exchange and partly
for cash, the commissioner is authorized to approve the terms and
conditions of such issuance and exchange or such delivery and
exchange and the fairness of such terms and conditions and is
authorized to hold a hearing on the fairness of such terms and
conditions, at which all persons to whom it is proposed to issue any
security or to deliver any other consideration in such exchange shall
have the right to appear.
697. There shall be exempted from the provisions of Section 691 any
transaction or security, including, without limitation, any type or
class of transactions or securities, which the commissioner by
regulation or order exempts as not being comprehended within the
purposes of this article and the regulation of which he or she finds
is not necessary or appropriate in the public interest or for the
protection of investors.
698. Nothing contained in this article shall affect the Corporate
Securities Law of 1968, Division 1 (commencing with Section 25000) of
Title 4 of the Corporations Code.
690. Unless the context otherwise requires, in this article:
(a) "Offer" or "offer to sell" includes every attempt or offer to
dispose of, or solicitation of an offer to buy, a security for value.
(b) "Sale" or "sell" includes every contract of sale of, contract
to sell, or disposition of, a security for value. "Sale" or "sell"
includes any exchange of securities and any change in the rights,
preferences, privileges, or restrictions of or on outstanding
securities.
(c) "Security" means any stock, capital note, or debenture, or any
warrant, right, or option to subscribe to or purchase any of the
foregoing.
(d) The terms defined in subdivisions (a) and (b) do not include
any stock dividend payable with respect to common stock of a bank
solely (except for any cash or scrip paid for fractional shares) in
shares of such common stock, if such bank has no other class of
voting stock outstanding, provided that shares issued in any such
dividend shall be subject to any conditions previously imposed by the
commissioner applicable to the shares with respect to which they are
issued.
691. No bank organized under the laws of this state shall offer or
sell any security issued by it unless the commissioner has issued a
permit authorizing such sale.
691.1. The following transactions are exempt from Section 691:
(a) (1) Any offer (but not a sale) not involving a public offering
by a bank organized under the laws of this state of its securities
and the execution and delivery of any agreement for the sale of the
securities pursuant to the offer if no part of the consideration for
the securities is paid to or received by the bank and none of the
securities are issued until the sale of the securities is authorized
by the commissioner or exempted from authorization.
(2) For purposes of paragraph (1), an offer does not involve any
public offering if the offers are not made to more than 25 persons
and any agreement for the sale of the securities is not entered into
with more than 10 of those 25 persons, and if all of the offerees
either have a preexisting personal or business relationship with the
bank or its officers, directors, or controlling persons, or by reason
of their business or financial experience the offerees could be
reasonably assumed to have the capacity to protect their own
interests in connection with the transaction.
(b) Any stock split by a bank organized under the laws of this
state that is effected pursuant to an amendment to its articles, an
agreement of merger, or a certificate of ownership that has been
approved by the commissioner, unless this exemption is withheld by
order of the commissioner.
(c) Any offer or sale of securities by a bank organized under the
laws of this state that is either (1) to a person actually approved
by the commissioner pursuant to Section 702 to acquire control of the
bank if all of the material terms and conditions of the offer and
sale of securities are disclosed in the application for approval
specified in Section 702 and the offer and sale of securities is in
accordance with the terms and subject to the conditions of the
approval to acquire control or (2) in a transaction exempted from the
approval requirement of Section 701 by a regulation or an order of
the commissioner, unless this exemption is withheld by order of the
commissioner.
692. An application for a permit shall be in such form and contain
such information as the commissioner may prescribe.
692.1. The commissioner shall charge and collect fees for
applications filed under this article as fixed in this section.
(a) The fee for a negotiating permit shall be fifty dollars ($50).
(b) The fee for a permit to exchange a security or to make any
change in the rights, preferences, privileges, or restrictions of or
on outstanding securities shall be fifty dollars ($50).
(c) The fee for any permit to sell securities other than as
specified in subdivision (b) shall be one hundred dollars ($100) plus
one-tenth of one percent (0.1%) of the aggregate value of the
securities sought to be sold, up to a maximum aggregate fee of one
thousand seven hundred fifty dollars ($1,750).
693. If the commissioner finds that the proposed sale of securities
is fair, just, and equitable, he or she shall issue to the applicant
a permit authorizing it to offer and sell the securities in such
amount and upon such terms and conditions as he or she may provide in
the permit. If the commissioner finds otherwise, he or she shall
deny the application.
694. The commissioner may impose conditions in any permit issued
under Section 693, requiring the deposit in escrow of securities,
imposing a legend condition restricting the transferability thereof,
impounding the proceeds from the sale thereof, limiting the expense
in connection with the sale thereof, or such other conditions as he
or she deems reasonable and necessary or advisable in the public
interest.
695. Every permit issued pursuant to Section 693 shall recite that
it is permissive only and does not constitute a recommendation or
endorsement of the securities permitted to be sold.
696. The commissioner may amend, alter, suspend, or revoke any
permit issued pursuant to Section 693.
696.5. Whenever a bank applies for a permit to issue any security
or to deliver any other consideration (whether or not such security
or such transaction is exempt from, or not subject to, the provisions
of Section 691) in exchange for one or more bona fide outstanding
securities (as defined in Section 25019 of the Corporations Code),
claims, or property interests, or partly in such exchange and partly
for cash, the commissioner is authorized to approve the terms and
conditions of such issuance and exchange or such delivery and
exchange and the fairness of such terms and conditions and is
authorized to hold a hearing on the fairness of such terms and
conditions, at which all persons to whom it is proposed to issue any
security or to deliver any other consideration in such exchange shall
have the right to appear.
697. There shall be exempted from the provisions of Section 691 any
transaction or security, including, without limitation, any type or
class of transactions or securities, which the commissioner by
regulation or order exempts as not being comprehended within the
purposes of this article and the regulation of which he or she finds
is not necessary or appropriate in the public interest or for the
protection of investors.
698. Nothing contained in this article shall affect the Corporate
Securities Law of 1968, Division 1 (commencing with Section 25000) of
Title 4 of the Corporations Code.
690. Unless the context otherwise requires, in this article:
(a) "Offer" or "offer to sell" includes every attempt or offer to
dispose of, or solicitation of an offer to buy, a security for value.
(b) "Sale" or "sell" includes every contract of sale of, contract
to sell, or disposition of, a security for value. "Sale" or "sell"
includes any exchange of securities and any change in the rights,
preferences, privileges, or restrictions of or on outstanding
securities.
(c) "Security" means any stock, capital note, or debenture, or any
warrant, right, or option to subscribe to or purchase any of the
foregoing.
(d) The terms defined in subdivisions (a) and (b) do not include
any stock dividend payable with respect to common stock of a bank
solely (except for any cash or scrip paid for fractional shares) in
shares of such common stock, if such bank has no other class of
voting stock outstanding, provided that shares issued in any such
dividend shall be subject to any conditions previously imposed by the
commissioner applicable to the shares with respect to which they are
issued.
691. No bank organized under the laws of this state shall offer or
sell any security issued by it unless the commissioner has issued a
permit authorizing such sale.
691.1. The following transactions are exempt from Section 691:
(a) (1) Any offer (but not a sale) not involving a public offering
by a bank organized under the laws of this state of its securities
and the execution and delivery of any agreement for the sale of the
securities pursuant to the offer if no part of the consideration for
the securities is paid to or received by the bank and none of the
securities are issued until the sale of the securities is authorized
by the commissioner or exempted from authorization.
(2) For purposes of paragraph (1), an offer does not involve any
public offering if the offers are not made to more than 25 persons
and any agreement for the sale of the securities is not entered into
with more than 10 of those 25 persons, and if all of the offerees
either have a preexisting personal or business relationship with the
bank or its officers, directors, or controlling persons, or by reason
of their business or financial experience the offerees could be
reasonably assumed to have the capacity to protect their own
interests in connection with the transaction.
(b) Any stock split by a bank organized under the laws of this
state that is effected pursuant to an amendment to its articles, an
agreement of merger, or a certificate of ownership that has been
approved by the commissioner, unless this exemption is withheld by
order of the commissioner.
(c) Any offer or sale of securities by a bank organized under the
laws of this state that is either (1) to a person actually approved
by the commissioner pursuant to Section 702 to acquire control of the
bank if all of the material terms and conditions of the offer and
sale of securities are disclosed in the application for approval
specified in Section 702 and the offer and sale of securities is in
accordance with the terms and subject to the conditions of the
approval to acquire control or (2) in a transaction exempted from the
approval requirement of Section 701 by a regulation or an order of
the commissioner, unless this exemption is withheld by order of the
commissioner.
692. An application for a permit shall be in such form and contain
such information as the commissioner may prescribe.
692.1. The commissioner shall charge and collect fees for
applications filed under this article as fixed in this section.
(a) The fee for a negotiating permit shall be fifty dollars ($50).
(b) The fee for a permit to exchange a security or to make any
change in the rights, preferences, privileges, or restrictions of or
on outstanding securities shall be fifty dollars ($50).
(c) The fee for any permit to sell securities other than as
specified in subdivision (b) shall be one hundred dollars ($100) plus
one-tenth of one percent (0.1%) of the aggregate value of the
securities sought to be sold, up to a maximum aggregate fee of one
thousand seven hundred fifty dollars ($1,750).
693. If the commissioner finds that the proposed sale of securities
is fair, just, and equitable, he or she shall issue to the applicant
a permit authorizing it to offer and sell the securities in such
amount and upon such terms and conditions as he or she may provide in
the permit. If the commissioner finds otherwise, he or she shall
deny the application.
694. The commissioner may impose conditions in any permit issued
under Section 693, requiring the deposit in escrow of securities,
imposing a legend condition restricting the transferability thereof,
impounding the proceeds from the sale thereof, limiting the expense
in connection with the sale thereof, or such other conditions as he
or she deems reasonable and necessary or advisable in the public
interest.
695. Every permit issued pursuant to Section 693 shall recite that
it is permissive only and does not constitute a recommendation or
endorsement of the securities permitted to be sold.
696. The commissioner may amend, alter, suspend, or revoke any
permit issued pursuant to Section 693.
696.5. Whenever a bank applies for a permit to issue any security
or to deliver any other consideration (whether or not such security
or such transaction is exempt from, or not subject to, the provisions
of Section 691) in exchange for one or more bona fide outstanding
securities (as defined in Section 25019 of the Corporations Code),
claims, or property interests, or partly in such exchange and partly
for cash, the commissioner is authorized to approve the terms and
conditions of such issuance and exchange or such delivery and
exchange and the fairness of such terms and conditions and is
authorized to hold a hearing on the fairness of such terms and
conditions, at which all persons to whom it is proposed to issue any
security or to deliver any other consideration in such exchange shall
have the right to appear.
697. There shall be exempted from the provisions of Section 691 any
transaction or security, including, without limitation, any type or
class of transactions or securities, which the commissioner by
regulation or order exempts as not being comprehended within the
purposes of this article and the regulation of which he or she finds
is not necessary or appropriate in the public interest or for the
protection of investors.
698. Nothing contained in this article shall affect the Corporate
Securities Law of 1968, Division 1 (commencing with Section 25000) of
Title 4 of the Corporations Code.
