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102b Prerequisites for Public Sale
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2d Cir acquisition action under section affiliate amended amount of securities antifraud provision April 15 BarChris beneficial owner beneficial ownership broker cert civil liabilities Commission connection controlling person convertible securities Corp corporation court deemed defendant disclosed disclosure requirements distribution due diligence effective equity securities Exchange Act Release federal filed fraud held holders holding period Insider Trading investment investors involved issuer limited Martin Marietta ments merger Merrill Lynch no-action number of shares offeror omission option percent plaintiff prior private placement privity prospectus proxy statement public offering purchase or sale pursuant reason registration statement reliance reporting requirements resale restricted securities rule sale of securities schedule 13D Second Circuit section 11 section 16(b securities acquired Securities Act Release Securities Exchange Act securities sold seller settlor shareholders Shelf Registration six months solicitation statute stockholders Supp tender offer Texas Gulf Sulphur tion tippees trading transactions underwriter violation