(a) This part applies to persons who buy or sell securities from, in, or into this state, or who give or receive advice concerning the purchase or sale of securities from, in, or into this state.
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Terms Used In Tennessee Code 48-1-124

  • Affidavit: A written statement of facts confirmed by the oath of the party making it, before a notary or officer having authority to administer oaths.
  • Attorney-in-fact: A person who, acting as an agent, is given written authorization by another person to transact business for him (her) out of court.
  • Commissioner: means the commissioner of commerce and insurance. See Tennessee Code 48-1-102
  • Continuance: Putting off of a hearing ot trial until a later time.
  • Court: includes every court and judge having jurisdiction in the case. See Tennessee Code 48-202-101
  • Defendant: In a civil suit, the person complained against; in a criminal case, the person accused of the crime.
  • Issuer: means every person who issues any security, except that:
    (i) With respect to certificates of deposit, voting-trust certificates, collateral-trust certificates, certificates of interest or shares in an unincorporated investment trust which is of the fixed, restricted management or unit type or which does not have either a board of directors or persons performing similar functions, "issuer" means the person or persons performing the acts and assuming the duties of depositor or manager pursuant to the trust or other agreement under which such securities are issued. See Tennessee Code 48-1-102
  • Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
  • Person: means a natural person, a sole proprietorship, a corporation, a partnership, an association, a limited liability company, a joint-stock company, a trust, a governmental entity or agency, or any other unincorporated organization. See Tennessee Code 48-1-102
  • Plaintiff: The person who files the complaint in a civil lawsuit.
  • Proceeding: includes civil suit and criminal, administrative, and investigatory action. See Tennessee Code 48-202-101
  • Public law: A public bill or joint resolution that has passed both chambers and been enacted into law. Public laws have general applicability nationwide.
  • Security: means any note, stock, treasury stock, bond, debenture, evidence of indebtedness, a life settlement investment or any fractional or pooled interest in a life insurance policy or life settlement investment, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, certificate of interest or participation in an oil, gas, or mining title or lease or in payments out of production under such a title or lease. See Tennessee Code 48-1-102
  • sell: includes every contract of sale of, contract to sell, or disposition of, a security or interest in a security for value. See Tennessee Code 48-1-102
  • Service of process: The service of writs or summonses to the appropriate party.
  • State: when applied to the different parts of the United States, includes the District of Columbia and the several territories of the United States. See Tennessee Code 1-3-105
(b) For the purpose of this section, a purchase or sale is made in this state, whether or not either party is then present in this state, when:

(1) An offer that results in a sale originates from this state;
(2) An offer to purchase or sell a security is accepted in this state; or
(3) An offer that results in a sale is directed by the offeror to this state and received at the place to which it is directed or at any post office in this state in the case of a mailed offer.
(c) For the purpose of this section, an offer to buy or to sell is accepted in this state when acceptance is communicated to the offeror in this state and:

(1) Has not previously been communicated to the offeror, orally or in writing, outside this state; and
(2) Whether or not either party is then present in this state, when the offeree directs it to the offeror in this state reasonably believing the offeror to be in this state and it is received at the place to which it is directed (or at any post office in this state in the case of a mailed acceptance).
(d) Sections 48-1-109(a) and (c) and 48-1-121 apply when any act instrumental in effecting prohibited conduct is done in this state, whether or not either party is then present in this state.
(e) Every applicant for registration and renewal under this part, every person making a notice filing, and every issuer for whom a registration, exemption from registration, or notice filing or renewal is required under this part, shall file with the commissioner, in such form as the commissioner by rule prescribes, an irrevocable consent appointing the commissioner or the commissioner’s successor in office to be the applicant’s or issuer’s attorney-in-fact to receive service of any lawful process in any noncriminal suit, action, or proceeding against the applicant or issuer or the applicant’s or issuer’s successor, executor, or administrator, which arises under this part or any rule or order hereunder after the consent has been filed, with the same force and validity as if served personally on the person filing the consent. Service may be made by leaving a copy of the process in the office of the commissioner, but it is not effective unless:

(1) The plaintiff, who may be the commissioner in a suit, action, or proceeding instituted by the commissioner, forthwith sends notice of the service and a copy of the process by registered mail to the defendant or respondent at the defendant’s or respondent’s last address on file with the commissioner; and
(2) The plaintiff’s affidavit of compliance with this subsection (e) is filed in the case on or before the return day of the process, if any, or within such further time as the court allows.
(f) When any person, including any nonresident of this state, engages in conduct prohibited or made actionable by this part or any rule or order hereunder, and has not filed a consent to service of process under subsection (e) and personal jurisdiction over the person cannot otherwise be obtained in this state, the conduct shall be considered equivalent to the appointment of the commissioner or the commissioner’s successor in office to be such person’s attorney-in-fact to receive service of any lawful process to the same extent as if such person had filed a consent to service of process under subsection (e).
(g) When process is served under this section, the court, or the commissioner in a proceeding before the commissioner, shall order such continuance as may be necessary to afford the defendant or respondent reasonable opportunity to defend.
(h) Pursuant to Section 6(c) of the federal Philanthropy Protection Act of 1995, Public Law 104-62(15 U.S.C. § 80a-3a(c)), this part shall not be preempted.
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