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Question 1 of 10
1. Question
The “cooling-off” periods of Rule 10b-6 that were triggered by the anticipated commencement of the distribution have been replaced with a three-tier “restricted period” that is calculated from the date on which the subject security is priced. Under Regulation M, What are the dual standard adopted by the SEC?
Correct
Standard adopted by the SEC are i) Average daily trading volume and ii) Public float value.
Incorrect
Standard adopted by the SEC are i) Average daily trading volume and ii) Public float value.
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Question 2 of 10
2. Question
Actively traded securities, i.e., securities with an average daily trading volume (ADTV) of at least what amount- and a public float value of at least what amount, are no longer subject to any restricted period, although trading in such actively traded securities remains subject to the antifraud and anti-manipulation provisions of the federal securities laws?
Correct
securities with an average daily trading volume (ADTV) of at least $1 million are termed as Actively traded securities, public float value of at least $150 million are no longer subject to any restricted period.
Incorrect
securities with an average daily trading volume (ADTV) of at least $1 million are termed as Actively traded securities, public float value of at least $150 million are no longer subject to any restricted period.
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Question 3 of 10
3. Question
Securities with an ADTV of at least $100,000, with a public float value of at least $25 million, are subject to a restricted period of one day prior to the date on which the subject security’s price is determined and all other securities that do not meet the ADTV or public float value tests are subject to a restricted for how long?
Correct
five days restricted period is mentioned for securities that do not meet the ADTV or public float value tests
Incorrect
five days restricted period is mentioned for securities that do not meet the ADTV or public float value tests
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Question 4 of 10
4. Question
Where an issuer registers an offering of which of the following securities and also registers the common stock to be issued upon conversion, the 10% test of Rule 415(a)(4)(ii) would not be applied to the common stock issuable upon conversion?
Correct
the 10% test of Rule 415(a)(4)(ii) would not be applied to the common stock issuable upon conversion for convertible debt securities
Incorrect
the 10% test of Rule 415(a)(4)(ii) would not be applied to the common stock issuable upon conversion for convertible debt securities
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Question 5 of 10
5. Question
What are registered on a shelf registration statement pursuant to Rule 415 may be sold concurrently in any of the transactions for which they were registered?
Correct
Securities that are registered on the Shelf registration statement pursuant to Rule 415 may be sold concurrently.
Incorrect
Securities that are registered on the Shelf registration statement pursuant to Rule 415 may be sold concurrently.
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Question 6 of 10
6. Question
Which registration statement can be amended to become a shelf registration statement prior to its effective date?
Correct
the pending registration statement can be amended to become a shelf registration statement.
Incorrect
the pending registration statement can be amended to become a shelf registration statement.
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Question 7 of 10
7. Question
Which equity offering by the registrant, the underwriter must be named in a prospectus that is “part of the registration statement?
Correct
“At-the-market” equity offering by the registrant.
Incorrect
“At-the-market” equity offering by the registrant.
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Question 8 of 10
8. Question
A registration statement under Rule 415 cannot be made effective without an opinion of which of the following officer as to the legality of the securities being issued, even though no immediate sales are contemplated?
Correct
counsel opinion is necessary A registration statement under Rule 415 to be effective.
Incorrect
counsel opinion is necessary A registration statement under Rule 415 to be effective.
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Question 9 of 10
9. Question
An updated opinion of counsel with respect to the legality of the securities being offered may be filed in a which of the following report rather
than a post-effective amendment to a Form S-3 shelf registration statement?Correct
Form 8-K is an updated opinion of counsel with respect to the legality of the securities being offered.
Incorrect
Form 8-K is an updated opinion of counsel with respect to the legality of the securities being offered.
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Question 10 of 10
10. Question
A change in which of the following in which securities may be issued is not a fundamental change and may be
accomplished by sticker under 424(c)?Correct
Currency change is not considered as a fundamental change for 424c
Incorrect
Currency change is not considered as a fundamental change for 424c