Page:United States Statutes at Large Volume 110 Part 5.djvu/359

 PUBLIC LAW 104-290—OCT. 11, 1996 110 STAT. 3433 (C) by adding at the end the following new subparagraph: "(B) For purposes of this paragraph— "(i) the term 'market intermediary' means any person that regularly holds itself out as being willing contemporaneously to engage in, and that is regularly engaged in, the business of entering into transactions on both sides of the market for a financial contract or one or more such financial contracts; and "(ii) the term 'financial contract' means any arrangement that— "(I) takes the form of an individually negotiated contract, agreement, or option to buy, sell, lend, swap, or repurchase, or other similar individually negotiated transaction commonly entered into by participants in the financial markets; "(II) is in respect of securities, commodities, currencies, interest or other rates, other measures of value, or any other financial or economic interest similar in purpose or function to any of the foregoing; and "(III) is entered into in response to a request from a counter party for a quotation, or is otherwise entered into and structured to accommodate the objectives of the counter party to such arrangement."; and (4) by striking paragraph (7) and inserting the following: "(7)(A) Any issuer, the outstanding securities of which are owned exclusively by persons who, at the time of acquisition of such securities, are qualified purchasers, and which is not making and does not at that time propose to make a public offering of such securities. Securities that are owned by persons who received the securities from a qualified purchaser as a gift or bequest, or in a case in which the transfer was caused by legal separation, divorce, death, or other involuntary event, shall be deemed to be owned by a qualified purchaser, subject to such rules, regulations, and orders as the Commission may prescribe as necessary or appropriate in the public interest or for the protection of investors. "(B) Notwithstanding subparagraph (A), an issuer is within the exception provided by this paragraph if— "(i) in addition to qualified purchasers, outstanding securities of that issuer are beneficially owned by not more than 100 persons who are not qualified purchasers, if— "(I) such persons acquired any portion of the securities of such issuer on or before September 1, 1996; and "(II) at the time at which such persons initially acquired the securities of such issuer, the issuer was excepted by paragraph (1); and "(ii) prior to availing itself of the exception provided by this paragraph— "(I) such issuer has disclosed to each beneficial owner, as determined under paragraph (1), that future investors will be limited to qualified purchasers, and that ownership in such issuer is no longer limited to not more than 100 persons; and

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