State Codes and Statutes

Statutes > Virginia > Title-13-1 > Chapter-5 > 13-1-501

§ 13.1-501. Definitions.

A. When used in this chapter, unless the context otherwise requires:

"Agent" means any individual who, as a director, officer, partner,associate, employee or sales representative of a broker-dealer or issuer,effects or undertakes to effect sales of securities, otherwise than on behalfof (i) an issuer either offering a security exempted by subdivision 1, 2, 3,4, 7, 9, or 10 of subsection A of § 13.1-514 or effecting a transaction witha "qualified purchaser" as defined by the United States Securities andExchange Commission or (ii) a broker-dealer effecting in this Commonwealthtransactions limited to those transactions described in § 15 (h) (2) of theSecurities Exchange Act of 1934.

"Broker-dealer" means any person engaged in the business of selling anytype of security other than an interest or unit in a condominium as definedin subdivision (c) of § 55-79.2 or cooperative housing corporation for theaccount of others or for his own account otherwise than with or through abroker-dealer or agent, but does not include an issuer or an agent. A bank ortrust subsidiary formed under Article 3.1 (§ 6.1-32.1 et seq.) of Chapter 2of Title 6.1 shall not be considered to be a broker-dealer because the bankor trust subsidiary formed under Article 3.1 (§ 6.1-32.1 et seq.) of Chapter2 of Title 6.1 engages in any one or more of the activities specified insubparagraph (i), (ii), (iii), (iv), (v), (vi), (viii), (ix) or (x) of § 3(a) (4) (B) or in § 3 (a) (5) (C) of the Securities Exchange Act of 1934under the conditions described in connection with such laws.

"Commission" means the State Corporation Commission.

"Control" means the possession, directly or indirectly, of the power todirect or cause the direction of the management and policies of a person,whether through the ownership of voting securities, by contract, or otherwise.

"Cooperative housing corporation" means a corporation in which each memberis entitled, solely by reason of his membership in the corporation, to occupyfor dwelling purposes a house or an apartment in a building owned or leasedor to be owned or leased by the corporation or to purchase a dwellingconstructed or to be constructed by the corporation. The corporation shallnot be or intend to be engaged in any business or activity other than theownership, leasing, management, or construction of residential properties forits members, except to the extent that such business or activity isincidental to the ownership, leasing, management, or construction ofresidential properties. The securities of the corporation shall be issuedonly in connection with the sale or lease of dwelling units to persons whoare or thereupon become members of the corporation and shall be transferableby the purchasers only in connection with the transfer of such dwelling unitsor leases to other persons who are or thereupon become members.

"Federal covered advisor" means any person who is registered or requiredto be registered under § 203 of the Investment Advisers Act of 1940 as an"investment adviser."

"Federal covered security" means any security described as a "coveredsecurity" in § 18 of the Securities Act of 1933.

"Guaranteed" means guaranteed as to payment of principal, interest ordividends.

"Investment advisor" means any person who, for compensation, engages inthe business of advising others, either directly or through publications orwritings, as to the value of securities or as to the advisability ofinvesting in, purchasing, or selling securities, or who, for compensation andas part of a regular business, issues or promulgates analyses or reportsconcerning securities. Investment advisor also includes financial plannersand other persons who, as an integral component of other financially relatedservices, provide the foregoing investment advisory services to others forcompensation and as a part of a business or who hold themselves out asproviding the foregoing investment advisory services to others forcompensation. "Investment advisor" does not include (i) an investmentadvisor representative; (ii) a bank, a bank holding company as defined in theBank Holding Company Act of 1956 which is not an investment company, a trustsubsidiary organized under Article 3.1 (§ 6.1-32.1 et seq.) of Chapter 2 ofTitle 6.1, a savings institution, a credit union, or a trust company; (iii) alawyer, accountant, engineer, or teacher whose performance of these servicesis solely incidental to the practice of his profession; (iv) a broker-dealeror his agent whose performance of these services is solely incidental to theconduct of his business as a broker-dealer and who receives no specialcompensation for them; (v) a publisher of any newspaper, news column,newsletter, news magazine, or business or financial publication or service,whether communicated in hard copy form, or by electronic means, or otherwise,that does not consist of the rendering of advice on the basis of the specificsituation of each client; (vi) any person that is a federal covered advisor;or (vii) such other persons not within the intent of this definition, as theCommission may designate by rule or determine by order pursuant to § 13.1-525.

"Investment advisor representative" means any partner, officer, directorof, or a person occupying a similar status or performing similar functions,or other individual, except clerical or ministerial personnel, who isemployed by or associated with (a) an investment advisor registered orrequired to be registered under this chapter and who does any of thefollowing: (i) makes any recommendations or otherwise renders adviceregarding securities, (ii) manages accounts or portfolios of clients, (iii)determines which recommendations or advice regarding securities should begiven, (iv) prepares reports or analyses concerning securities, (v) solicits,offers or negotiates for the sale of or sells investment advisory services,or (vi) supervises employees who perform any of the foregoing; or (b) afederal covered advisor, subject to the limitations of § 203 A of theInvestment Advisers Act of 1940, as the Commission may designate by rule ororder. "Investment advisor representative" does not include such otherpersons employed by or associated with either an investment advisor or afederal covered advisor not within the intent of this definition as theCommission may designate by rule or determine by order pursuant to § 13.1-525.

"Issuer" means any person who issues or proposes to issue a security,except that:

1. With respect to certificates of deposit, voting trust certificates orcollateral trust certificates, and with respect to certificates of interestor shares in an unincorporated investment trust not having a board ofdirectors or persons performing similar functions, or of the fixed,restricted management or unit type, the term "issuer" means the person orpersons performing the acts and assuming the duties of manager;

2. With respect to equipment trust certificates or like securities,"issuer" means the person by whom the equipment is or is to be used;

3. With respect to oil, gas or other mineral leases, rights or royalties orinterests therein, "issuer" means the owner of any such lease, right,royalty or interest (whether whole or fractional) who creates financialinterests therein for the purpose of offering to more than five persons.

"Nonissuer distribution" means any transaction not directly or indirectlyfor the benefit of the issuer.

"Offer" includes every attempt or offer to dispose of, or solicitation ofan offer to buy, a security or interest in a security for value.

"Person" means an individual, a partnership, a corporation, anunincorporated association, a government, a subdivision of a government, or atrust in which the interests of the beneficiaries are evidenced by securities.

"Sale" or "sell" includes every contract of sale of, contract to sell,or disposition of, a security or interest in a security for value.

"Securities Act of 1933," "Securities Exchange Act of 1934," "BankHolding Company Act of 1956," "Investment Advisers Act of 1940," and"Investment Company Act of 1940" mean the federal statutes of those namesas now or hereafter amended.

"Security" means any note; stock; treasury stock; bond; debenture;evidence of indebtedness; certificate of interest or participation in anyprofit-sharing agreement; collateral trust certificate; preorganizationcertificate of subscription; transferable share; investment contract;voting-trust certificate; certificate of deposit for a security; oil, gas orother mineral lease, right or royalty, or any interest therein; or, ingeneral, any interest or instrument commonly known as a "security," or anycertificate of interest or participation in, temporary or interim certificatefor, guarantee of, or warrant or right to subscribe to or purchase, any ofthe foregoing. However, this definition shall not apply to any insurancepolicy, endowment policy, annuity contract, variable annuity contract or anycontract or agreement in relation to and in consequence of any such policy orcontract, issued by an insurance company subject to the supervision orcontrol of the Commission's Bureau of Insurance when the form of such policyor contract has been duly filed with the Bureau as now or hereafter requiredby law.

"State" means any state, territory or possession of the United States,including the District of Columbia and Puerto Rico.

B. For the purposes of Article 4 (§ 13.1-507 et seq.) of this chapter, theterms defined in this section shall not include negotiations or agreementsbetween the issuer and any underwriter or among underwriters; or anytransaction by the pledgee of a security unless made directly or indirectlyfor the benefit of the issuer.

C. Any security given or delivered with, or as a bonus on account of, anypurchase of securities or any other thing shall be deemed to constitute partof the subject of the purchase and to have been offered and sold for value.

D. Every sale or offer of a warrant or right to purchase or subscribe toanother security of the same issuer or of another person, and every sale oroffer, of a security which gives the holder thereof a present or future rightor privilege to convert the security into another security of the same issueror of another person, shall be deemed to include an offer of such othersecurity.

(Code 1950, § 13-106; 1956, c. 428; 1966, c. 186; 1974, cc. 409, 479; 1975,c. 75; 1976, c. 229; 1987, c. 678; 1988, c. 536; 1990, c. 5; 1991, cc. 223,418; 1992, c. 19; 1997, c. 279; 1998, c. 22; 2001, c. 722.)

State Codes and Statutes

Statutes > Virginia > Title-13-1 > Chapter-5 > 13-1-501

§ 13.1-501. Definitions.

A. When used in this chapter, unless the context otherwise requires:

"Agent" means any individual who, as a director, officer, partner,associate, employee or sales representative of a broker-dealer or issuer,effects or undertakes to effect sales of securities, otherwise than on behalfof (i) an issuer either offering a security exempted by subdivision 1, 2, 3,4, 7, 9, or 10 of subsection A of § 13.1-514 or effecting a transaction witha "qualified purchaser" as defined by the United States Securities andExchange Commission or (ii) a broker-dealer effecting in this Commonwealthtransactions limited to those transactions described in § 15 (h) (2) of theSecurities Exchange Act of 1934.

"Broker-dealer" means any person engaged in the business of selling anytype of security other than an interest or unit in a condominium as definedin subdivision (c) of § 55-79.2 or cooperative housing corporation for theaccount of others or for his own account otherwise than with or through abroker-dealer or agent, but does not include an issuer or an agent. A bank ortrust subsidiary formed under Article 3.1 (§ 6.1-32.1 et seq.) of Chapter 2of Title 6.1 shall not be considered to be a broker-dealer because the bankor trust subsidiary formed under Article 3.1 (§ 6.1-32.1 et seq.) of Chapter2 of Title 6.1 engages in any one or more of the activities specified insubparagraph (i), (ii), (iii), (iv), (v), (vi), (viii), (ix) or (x) of § 3(a) (4) (B) or in § 3 (a) (5) (C) of the Securities Exchange Act of 1934under the conditions described in connection with such laws.

"Commission" means the State Corporation Commission.

"Control" means the possession, directly or indirectly, of the power todirect or cause the direction of the management and policies of a person,whether through the ownership of voting securities, by contract, or otherwise.

"Cooperative housing corporation" means a corporation in which each memberis entitled, solely by reason of his membership in the corporation, to occupyfor dwelling purposes a house or an apartment in a building owned or leasedor to be owned or leased by the corporation or to purchase a dwellingconstructed or to be constructed by the corporation. The corporation shallnot be or intend to be engaged in any business or activity other than theownership, leasing, management, or construction of residential properties forits members, except to the extent that such business or activity isincidental to the ownership, leasing, management, or construction ofresidential properties. The securities of the corporation shall be issuedonly in connection with the sale or lease of dwelling units to persons whoare or thereupon become members of the corporation and shall be transferableby the purchasers only in connection with the transfer of such dwelling unitsor leases to other persons who are or thereupon become members.

"Federal covered advisor" means any person who is registered or requiredto be registered under § 203 of the Investment Advisers Act of 1940 as an"investment adviser."

"Federal covered security" means any security described as a "coveredsecurity" in § 18 of the Securities Act of 1933.

"Guaranteed" means guaranteed as to payment of principal, interest ordividends.

"Investment advisor" means any person who, for compensation, engages inthe business of advising others, either directly or through publications orwritings, as to the value of securities or as to the advisability ofinvesting in, purchasing, or selling securities, or who, for compensation andas part of a regular business, issues or promulgates analyses or reportsconcerning securities. Investment advisor also includes financial plannersand other persons who, as an integral component of other financially relatedservices, provide the foregoing investment advisory services to others forcompensation and as a part of a business or who hold themselves out asproviding the foregoing investment advisory services to others forcompensation. "Investment advisor" does not include (i) an investmentadvisor representative; (ii) a bank, a bank holding company as defined in theBank Holding Company Act of 1956 which is not an investment company, a trustsubsidiary organized under Article 3.1 (§ 6.1-32.1 et seq.) of Chapter 2 ofTitle 6.1, a savings institution, a credit union, or a trust company; (iii) alawyer, accountant, engineer, or teacher whose performance of these servicesis solely incidental to the practice of his profession; (iv) a broker-dealeror his agent whose performance of these services is solely incidental to theconduct of his business as a broker-dealer and who receives no specialcompensation for them; (v) a publisher of any newspaper, news column,newsletter, news magazine, or business or financial publication or service,whether communicated in hard copy form, or by electronic means, or otherwise,that does not consist of the rendering of advice on the basis of the specificsituation of each client; (vi) any person that is a federal covered advisor;or (vii) such other persons not within the intent of this definition, as theCommission may designate by rule or determine by order pursuant to § 13.1-525.

"Investment advisor representative" means any partner, officer, directorof, or a person occupying a similar status or performing similar functions,or other individual, except clerical or ministerial personnel, who isemployed by or associated with (a) an investment advisor registered orrequired to be registered under this chapter and who does any of thefollowing: (i) makes any recommendations or otherwise renders adviceregarding securities, (ii) manages accounts or portfolios of clients, (iii)determines which recommendations or advice regarding securities should begiven, (iv) prepares reports or analyses concerning securities, (v) solicits,offers or negotiates for the sale of or sells investment advisory services,or (vi) supervises employees who perform any of the foregoing; or (b) afederal covered advisor, subject to the limitations of § 203 A of theInvestment Advisers Act of 1940, as the Commission may designate by rule ororder. "Investment advisor representative" does not include such otherpersons employed by or associated with either an investment advisor or afederal covered advisor not within the intent of this definition as theCommission may designate by rule or determine by order pursuant to § 13.1-525.

"Issuer" means any person who issues or proposes to issue a security,except that:

1. With respect to certificates of deposit, voting trust certificates orcollateral trust certificates, and with respect to certificates of interestor shares in an unincorporated investment trust not having a board ofdirectors or persons performing similar functions, or of the fixed,restricted management or unit type, the term "issuer" means the person orpersons performing the acts and assuming the duties of manager;

2. With respect to equipment trust certificates or like securities,"issuer" means the person by whom the equipment is or is to be used;

3. With respect to oil, gas or other mineral leases, rights or royalties orinterests therein, "issuer" means the owner of any such lease, right,royalty or interest (whether whole or fractional) who creates financialinterests therein for the purpose of offering to more than five persons.

"Nonissuer distribution" means any transaction not directly or indirectlyfor the benefit of the issuer.

"Offer" includes every attempt or offer to dispose of, or solicitation ofan offer to buy, a security or interest in a security for value.

"Person" means an individual, a partnership, a corporation, anunincorporated association, a government, a subdivision of a government, or atrust in which the interests of the beneficiaries are evidenced by securities.

"Sale" or "sell" includes every contract of sale of, contract to sell,or disposition of, a security or interest in a security for value.

"Securities Act of 1933," "Securities Exchange Act of 1934," "BankHolding Company Act of 1956," "Investment Advisers Act of 1940," and"Investment Company Act of 1940" mean the federal statutes of those namesas now or hereafter amended.

"Security" means any note; stock; treasury stock; bond; debenture;evidence of indebtedness; certificate of interest or participation in anyprofit-sharing agreement; collateral trust certificate; preorganizationcertificate of subscription; transferable share; investment contract;voting-trust certificate; certificate of deposit for a security; oil, gas orother mineral lease, right or royalty, or any interest therein; or, ingeneral, any interest or instrument commonly known as a "security," or anycertificate of interest or participation in, temporary or interim certificatefor, guarantee of, or warrant or right to subscribe to or purchase, any ofthe foregoing. However, this definition shall not apply to any insurancepolicy, endowment policy, annuity contract, variable annuity contract or anycontract or agreement in relation to and in consequence of any such policy orcontract, issued by an insurance company subject to the supervision orcontrol of the Commission's Bureau of Insurance when the form of such policyor contract has been duly filed with the Bureau as now or hereafter requiredby law.

"State" means any state, territory or possession of the United States,including the District of Columbia and Puerto Rico.

B. For the purposes of Article 4 (§ 13.1-507 et seq.) of this chapter, theterms defined in this section shall not include negotiations or agreementsbetween the issuer and any underwriter or among underwriters; or anytransaction by the pledgee of a security unless made directly or indirectlyfor the benefit of the issuer.

C. Any security given or delivered with, or as a bonus on account of, anypurchase of securities or any other thing shall be deemed to constitute partof the subject of the purchase and to have been offered and sold for value.

D. Every sale or offer of a warrant or right to purchase or subscribe toanother security of the same issuer or of another person, and every sale oroffer, of a security which gives the holder thereof a present or future rightor privilege to convert the security into another security of the same issueror of another person, shall be deemed to include an offer of such othersecurity.

(Code 1950, § 13-106; 1956, c. 428; 1966, c. 186; 1974, cc. 409, 479; 1975,c. 75; 1976, c. 229; 1987, c. 678; 1988, c. 536; 1990, c. 5; 1991, cc. 223,418; 1992, c. 19; 1997, c. 279; 1998, c. 22; 2001, c. 722.)


State Codes and Statutes

State Codes and Statutes

Statutes > Virginia > Title-13-1 > Chapter-5 > 13-1-501

§ 13.1-501. Definitions.

A. When used in this chapter, unless the context otherwise requires:

"Agent" means any individual who, as a director, officer, partner,associate, employee or sales representative of a broker-dealer or issuer,effects or undertakes to effect sales of securities, otherwise than on behalfof (i) an issuer either offering a security exempted by subdivision 1, 2, 3,4, 7, 9, or 10 of subsection A of § 13.1-514 or effecting a transaction witha "qualified purchaser" as defined by the United States Securities andExchange Commission or (ii) a broker-dealer effecting in this Commonwealthtransactions limited to those transactions described in § 15 (h) (2) of theSecurities Exchange Act of 1934.

"Broker-dealer" means any person engaged in the business of selling anytype of security other than an interest or unit in a condominium as definedin subdivision (c) of § 55-79.2 or cooperative housing corporation for theaccount of others or for his own account otherwise than with or through abroker-dealer or agent, but does not include an issuer or an agent. A bank ortrust subsidiary formed under Article 3.1 (§ 6.1-32.1 et seq.) of Chapter 2of Title 6.1 shall not be considered to be a broker-dealer because the bankor trust subsidiary formed under Article 3.1 (§ 6.1-32.1 et seq.) of Chapter2 of Title 6.1 engages in any one or more of the activities specified insubparagraph (i), (ii), (iii), (iv), (v), (vi), (viii), (ix) or (x) of § 3(a) (4) (B) or in § 3 (a) (5) (C) of the Securities Exchange Act of 1934under the conditions described in connection with such laws.

"Commission" means the State Corporation Commission.

"Control" means the possession, directly or indirectly, of the power todirect or cause the direction of the management and policies of a person,whether through the ownership of voting securities, by contract, or otherwise.

"Cooperative housing corporation" means a corporation in which each memberis entitled, solely by reason of his membership in the corporation, to occupyfor dwelling purposes a house or an apartment in a building owned or leasedor to be owned or leased by the corporation or to purchase a dwellingconstructed or to be constructed by the corporation. The corporation shallnot be or intend to be engaged in any business or activity other than theownership, leasing, management, or construction of residential properties forits members, except to the extent that such business or activity isincidental to the ownership, leasing, management, or construction ofresidential properties. The securities of the corporation shall be issuedonly in connection with the sale or lease of dwelling units to persons whoare or thereupon become members of the corporation and shall be transferableby the purchasers only in connection with the transfer of such dwelling unitsor leases to other persons who are or thereupon become members.

"Federal covered advisor" means any person who is registered or requiredto be registered under § 203 of the Investment Advisers Act of 1940 as an"investment adviser."

"Federal covered security" means any security described as a "coveredsecurity" in § 18 of the Securities Act of 1933.

"Guaranteed" means guaranteed as to payment of principal, interest ordividends.

"Investment advisor" means any person who, for compensation, engages inthe business of advising others, either directly or through publications orwritings, as to the value of securities or as to the advisability ofinvesting in, purchasing, or selling securities, or who, for compensation andas part of a regular business, issues or promulgates analyses or reportsconcerning securities. Investment advisor also includes financial plannersand other persons who, as an integral component of other financially relatedservices, provide the foregoing investment advisory services to others forcompensation and as a part of a business or who hold themselves out asproviding the foregoing investment advisory services to others forcompensation. "Investment advisor" does not include (i) an investmentadvisor representative; (ii) a bank, a bank holding company as defined in theBank Holding Company Act of 1956 which is not an investment company, a trustsubsidiary organized under Article 3.1 (§ 6.1-32.1 et seq.) of Chapter 2 ofTitle 6.1, a savings institution, a credit union, or a trust company; (iii) alawyer, accountant, engineer, or teacher whose performance of these servicesis solely incidental to the practice of his profession; (iv) a broker-dealeror his agent whose performance of these services is solely incidental to theconduct of his business as a broker-dealer and who receives no specialcompensation for them; (v) a publisher of any newspaper, news column,newsletter, news magazine, or business or financial publication or service,whether communicated in hard copy form, or by electronic means, or otherwise,that does not consist of the rendering of advice on the basis of the specificsituation of each client; (vi) any person that is a federal covered advisor;or (vii) such other persons not within the intent of this definition, as theCommission may designate by rule or determine by order pursuant to § 13.1-525.

"Investment advisor representative" means any partner, officer, directorof, or a person occupying a similar status or performing similar functions,or other individual, except clerical or ministerial personnel, who isemployed by or associated with (a) an investment advisor registered orrequired to be registered under this chapter and who does any of thefollowing: (i) makes any recommendations or otherwise renders adviceregarding securities, (ii) manages accounts or portfolios of clients, (iii)determines which recommendations or advice regarding securities should begiven, (iv) prepares reports or analyses concerning securities, (v) solicits,offers or negotiates for the sale of or sells investment advisory services,or (vi) supervises employees who perform any of the foregoing; or (b) afederal covered advisor, subject to the limitations of § 203 A of theInvestment Advisers Act of 1940, as the Commission may designate by rule ororder. "Investment advisor representative" does not include such otherpersons employed by or associated with either an investment advisor or afederal covered advisor not within the intent of this definition as theCommission may designate by rule or determine by order pursuant to § 13.1-525.

"Issuer" means any person who issues or proposes to issue a security,except that:

1. With respect to certificates of deposit, voting trust certificates orcollateral trust certificates, and with respect to certificates of interestor shares in an unincorporated investment trust not having a board ofdirectors or persons performing similar functions, or of the fixed,restricted management or unit type, the term "issuer" means the person orpersons performing the acts and assuming the duties of manager;

2. With respect to equipment trust certificates or like securities,"issuer" means the person by whom the equipment is or is to be used;

3. With respect to oil, gas or other mineral leases, rights or royalties orinterests therein, "issuer" means the owner of any such lease, right,royalty or interest (whether whole or fractional) who creates financialinterests therein for the purpose of offering to more than five persons.

"Nonissuer distribution" means any transaction not directly or indirectlyfor the benefit of the issuer.

"Offer" includes every attempt or offer to dispose of, or solicitation ofan offer to buy, a security or interest in a security for value.

"Person" means an individual, a partnership, a corporation, anunincorporated association, a government, a subdivision of a government, or atrust in which the interests of the beneficiaries are evidenced by securities.

"Sale" or "sell" includes every contract of sale of, contract to sell,or disposition of, a security or interest in a security for value.

"Securities Act of 1933," "Securities Exchange Act of 1934," "BankHolding Company Act of 1956," "Investment Advisers Act of 1940," and"Investment Company Act of 1940" mean the federal statutes of those namesas now or hereafter amended.

"Security" means any note; stock; treasury stock; bond; debenture;evidence of indebtedness; certificate of interest or participation in anyprofit-sharing agreement; collateral trust certificate; preorganizationcertificate of subscription; transferable share; investment contract;voting-trust certificate; certificate of deposit for a security; oil, gas orother mineral lease, right or royalty, or any interest therein; or, ingeneral, any interest or instrument commonly known as a "security," or anycertificate of interest or participation in, temporary or interim certificatefor, guarantee of, or warrant or right to subscribe to or purchase, any ofthe foregoing. However, this definition shall not apply to any insurancepolicy, endowment policy, annuity contract, variable annuity contract or anycontract or agreement in relation to and in consequence of any such policy orcontract, issued by an insurance company subject to the supervision orcontrol of the Commission's Bureau of Insurance when the form of such policyor contract has been duly filed with the Bureau as now or hereafter requiredby law.

"State" means any state, territory or possession of the United States,including the District of Columbia and Puerto Rico.

B. For the purposes of Article 4 (§ 13.1-507 et seq.) of this chapter, theterms defined in this section shall not include negotiations or agreementsbetween the issuer and any underwriter or among underwriters; or anytransaction by the pledgee of a security unless made directly or indirectlyfor the benefit of the issuer.

C. Any security given or delivered with, or as a bonus on account of, anypurchase of securities or any other thing shall be deemed to constitute partof the subject of the purchase and to have been offered and sold for value.

D. Every sale or offer of a warrant or right to purchase or subscribe toanother security of the same issuer or of another person, and every sale oroffer, of a security which gives the holder thereof a present or future rightor privilege to convert the security into another security of the same issueror of another person, shall be deemed to include an offer of such othersecurity.

(Code 1950, § 13-106; 1956, c. 428; 1966, c. 186; 1974, cc. 409, 479; 1975,c. 75; 1976, c. 229; 1987, c. 678; 1988, c. 536; 1990, c. 5; 1991, cc. 223,418; 1992, c. 19; 1997, c. 279; 1998, c. 22; 2001, c. 722.)