Washington Code 32.32.075 – Prohibition on purchase of shares by officers, directors, and their associates — Exception
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No officer or director, or their associates, may purchase without the prior written approval of the director the capital stock of the converted savings bank except from a broker or a dealer registered with the Securities and Exchange Commission for a period of three years following the conversion. This provision shall not apply to negotiated transactions involving more than one percent of the outstanding capital stock of the converted savings bank.
Terms Used In Washington Code 32.32.075
- broker: means any person engaged in the business of effecting transactions in securities for the account of others. See Washington Code 32.32.025
- capital stock: includes permanent stock, guaranty stock, permanent reserve stock, any similar certificate evidencing nonwithdrawable capital, or preferred stock, of a savings bank converted under this chapter or of a subsidiary institution or holding company. See Washington Code 32.32.025
- dealer: means any person who engages either for all or part of his or her time, directly or indirectly, as agent, broker, or principal, in the business of offering, buying, selling, or otherwise dealing or trading in securities issued by another person. See Washington Code 32.32.025
- director: means any director of a corporation, any trustee of a mutual savings bank, or any person performing similar functions with respect to any organization whether incorporated or unincorporated. See Washington Code 32.32.025
- person: means an individual, a corporation, a partnership, an association, a joint-stock company, a trust, any unincorporated organization, or a government or political subdivision thereof. See Washington Code 32.32.025
As used in this section, the term “negotiated transactions” means transactions in which the securities are offered and the terms and arrangements relating to any sale of the securities are arrived at through direct communications between the seller or any person acting on the seller’s behalf and the purchaser or the purchaser’s investment representative. The term “investment representative” means a professional investment adviser acting as agent for the purchaser and independent of the seller and not acting on behalf of the seller in connection with the transaction.