Except as provided in section 44-1901, the commission may enter an order denying the registration of any securities to be registered by qualification, if, after a hearing or notice and opportunity for hearing as provided by article 11 of this chapter, it finds that:

Terms Used In Arizona Laws 44-1921

  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • Appraisal: A determination of property value.
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Director: means the director of the securities division of the commission. See Arizona Laws 44-1801
  • Fiduciary: A trustee, executor, or administrator.
  • Fraud: Intentional deception resulting in injury to another.
  • Issuer: means any person who issues or proposes to issue any security, except:

    (a) With respect to certificates of deposit, voting-trust certificates, collateral-trust certificates, certificates of interest or shares in an unincorporated investment trust, whether or not of the fixed, restricted management or unit type, issuer means the person or persons performing the acts and assuming the duties of depositor or manager pursuant to the provisions of the trust or other agreement or instrument under which such securities are issued. See Arizona Laws 44-1801

  • 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.
  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
  • Person: means an individual, corporation, partnership, association, joint stock company or trust, limited liability company, government or governmental subdivision or agency or any other unincorporated organization. See Arizona Laws 44-1801
  • Salesman: means an individual, other than a dealer, employed, appointed or authorized by a dealer to sell securities in this state. See Arizona Laws 44-1801
  • SEC: means the United States securities and exchange commission. See Arizona Laws 44-1801
  • SRO: means any national securities or commodities exchange, registered association or registered clearing agency. See Arizona Laws 44-1801
  • Trustee: A person or institution holding and administering property in trust.

1. The application for registration, prospectus, any financial statement, or any document or exhibit filed with the application, or any amendment or supplement thereto, is incomplete, inaccurate or misleading, or the information contained therein is insufficient for a true appraisal of the securities.

2. The issuer or any dealer or salesman designated to engage in the sale of the securities has violated any provision of this chapter, or any rule or order of the commission thereunder.

3. The sale of the securities works or would tend to work a fraud or deceit upon the purchasers thereof, or is or would be unfair or inequitable to the purchasers.

4. The issuer is insolvent, or is in an unsound financial condition.

5. The issuer has refused to permit the commission to examine its affairs, or has failed or refused to furnish information required by this chapter, or any rule or order of the commission thereunder.

6. The issuer, any officer or director of the issuer, if a corporation or unincorporated association, any trustee or other fiduciary of the issuer, if a trust, any partner of the issuer, if a partnership, or any person controlling, controlled by or under common control with the issuer:

(a) Has been convicted within five years preceding the filing of the application for registration of securities, or at any time thereafter, of a felony or misdemeanor involving a transaction in securities, or of which fraud is an essential element.

(b) Is subject to an order, judgment or decree of an administrative tribunal, a court of competent jurisdiction, an SRO or the SEC that is entered within three years preceding the date of filing the application or any time thereafter, and that enjoins or restrains the person from engaging in or continuing any conduct or practice in connection with the sale or purchase of securities.

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