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subject to this regulation shall, for the account of any of the persons stabilizing, or in the exercise of discretionary power
(1) effect any purchase thereof (ë) above the price at which the last sale thereof regular way was effected on its designated exchange, or (ii) at such last sale price unless the highest price which the security attained on that exchange on the date of the purchase exceeds such last sale price by 1/2 of 1 percent of the highest price or 14 point, whichever is greater; or
(2) effect any purchase or sale thereof above the maximum price thereof, as defined in paragraph (6) of this section, except that this clause shall not be applicable to sales made through the sales of rights or warrants or conversion privileges; or
(3) effect any purchase thereof which is designed to raise the prevailing market price thereof; or
(4) effect any purchase thereof at a price which he knows, or has reasonable grounds to believe, is the result of one or more transactions raising the price thereof for the purpose of inducing the purchase of such security by others; or
(5) effect any purchase thereof at a price at which he knows another person is then competing with him for the purchase of such security from the same seller or broker; or
(6) if such security is a subject of the offering, effect any purchase thereof at a price above the price at which the offering is currently being made.
(6) The maximum price of a security involved in the stabilization (other than a right or a warrant) shall be an amount equal to 1021/2 percent of the price at which the first purchase thereof is effected in the open market for the account of any stabilizer after the notice of intention to stabilize is sent to the Commission, but shall not exceed such first purchase price by more than one point, except that,
(1) if such security is sold ex-right, ex-warrant, ex-dividend, or ex-interest, the maximum price thereof, as soon as it is so sold, shall be reduced by the market value of such right, warrant, dividend, or interest, or if there is no such market value, by the value as computed by any reasonable method; or
(2) if the number of outstanding shares is, or is to be, increased or decreased by a split-up or combination, the maximum price of the securities issued, or to be issued, pursuant to the split-up or combination shall be computed in proportion to the increase or decrease as soon as a sale of such securities is effected.
(c) If the maximum price of a security computed in accordance
a with the foregoing is not a multiple of the customary minimum price variation for such security on its principal market, such maximum price shall be increased by the smallest amount necessary to make it a multiple thereof. Rule X-9A6-5. Requirements for Disclosure.
(a) A person subject to this regulation
(1) shall not use or furnish for use by others any written communication for the purpose of inducing a purchase of any security involved in the stabilization or any right or warrant to subscribe to any such security, unless the statement required by clause (2) of this paragraph is included therein;
(2) if he sells to any person, otherwise than on an exchange, or purchases for the account of any person, any such security, shall give or send, at or before the completion of the transaction, written disclosure to such person that stabilizing transactions have been effected to facilitate the offering, if that be the fact, and, in any event shall deliver in writing to such person, before the completion of the transaction, a statement substantially similar to the following:
TO FACILITATE THE OFFERING, IT IS INTENDED TO STABILIZE THE PRICE(S) OF
(Identify security (ies) in which stabilizing transactions will be effected)
(Identify exchange(s) on which stabilizing transactions will be effected. If none, omit
THIS STATEMENT IS NOT AN ASSURANCE THAT THE PRICE(S) OF THE ABOVE SECURITY (IES) WILL BE STABILIZED OR THAT THE STABILIZING, IF COMMENCED, MAY NOT BE DISCONTINUED AT ANY TIME. Rule X-9A6-6. Reports.
Every person subject to this regulation shall file with the Commission all reports and the notice of termination required to be filed by rule X-17A-2 even though he is not otherwise subject to that rule.
Rule x-10A-1. Short Sales.
(a) No person shall, for his own account or for the account of any other person, effect on a national securities exchange a short sale of any security (1) below the price at which the last sale thereof, regular way, was effected on such exchange, or (2) at such price unless such price is above the next preceding different price at which a sale of such security, regular way, was effected on such exchange. In determining the price at which a short sale may be effected after a security goes ex-dividend, ex-right, or ex- any other distribution, all sale prices prior to the “ex” date may be reduced by the value of such distribution.
(6) No member of a national securities exchange shall, by the use of any facility of such exchange, execute any sell order unless such order is marked either “ong" or "short."
(c) No member of a national securities exchange shall mark a sell order “long" unless (1) the security to be delivered after sale is carried in the account for which the sale is to be effected, or (2) such member is informed that the seller owns the security ordered to be sold and, as soon as is possible without undue inconvenience or expense, will deliver the security owned to the account for which the sale is to be effected. (d) The provisions of paragraph (a) hereof shall not apply to
(1) Any sale by any person, for an account in which he has an interest, if such person owns the security sold and intends to deliver such security as soon as is possible without undue inconvenience or expense;
(2) Any member in respect of a sale, for an account in which he has no interest, pursuant to an order to sell which is marked "long";
(3) Any sale of an odd-lot;
(4) Any sale by an odd-lot dealer to offset odd-lot orders of customers;
(5) Any sale by an odd-lot dealer to liquidate a long position which is less than a round lot, provided such sale does not change the position of such odd-lot dealer by more than the unit of trading;
(6) Any sale of a security on a national securities exchange effected with the approval of such exchange which is necessary to equalize the price of such security thereon with the current price of such security on another national securities exchange which is the principal exchange market for such security;
(7) Any sale of a security for a special arbitrage account by a person who then owns another security by virtue of which he is, or presently will be entitled to acquire an equivalent number of securities of the same class as the securities sold; provided such sale, or the purchase which such sale offsets, is effected for the bona fide purpose of profiting from a current difference between the price of the security sold and the security owned and that such right of acquisition was originally attached to or represented by another security or was issued to all the holders of any class of securities of the issuer;
(8) Any sale of a security on a national securities exchange effected for a special international arbitrage account for the bona fide purpose of profiting from a current difference between the price of such security on a securities market not within or subject to the jurisdiction of the United States and on such national securities exchange; provided the seller at the time of such sale knows or, by virtue of information currently received, has reasonable grounds to believe that an offer enabling him to cover such sale is then available to him in such foreign securities market and intends to accept such offer immediately;
(9) Any sale of a security on a national securities exchange effected in accordance with a special offering plan declared effective by the Commission pursuant to paragraph (d) of rule
X-10B-2. For the purpose of clause (8) hereof a depositary receipt for a security shall be deemed to be the same security as the security represented by such receipt. Rule X-10A-2. Requirements for Covering Purchases.
(a) No member of a national securities exchange shall lend, or arrange for the loan of, any security for delivery to the broker for the purchaser after sale, or shall fail to deliver a security on the date delivery is due, if such member knows or has reasonable grounds to believe that the sale was effected, or will be effected, pursuant to an order marked "long," unless such member knows, or has been informed by the seller, (1) that the security sold has been forwarded to the account for which the sale was effected; or (2) that the seller owns
the security sold, that it is then impracticable to deliver to such account the security owned and that he will deliver such security to such account as soon as is possible without undue inconvenience or expense.
(6) The provisions of paragraph (a) hereof shall not apply (1) to the lending of a security by a member through the medium of a loan to another member, or (2) to any loan, or arrangement for the loan, of any security, or to any failure to deliver any security if, prior to such loan, arrangement, or failure to deliver, the exchange upon which the sale requiring the delivery of such security was effected finds (i) that such sale resulted from a mistake made in good faith, (ii) that due
a diligence was used to ascertain that the circumstances specified in clause (1) of rule X-10A-1 (c) existed or to obtain the information specified in clause (2) thereof, and (iii) either that the condition of the market at the time the mistake was discovered was such that undue hardship would result from covering the transaction by a “purchase for cash," or that the mistake was made by the seller's broker and the sale was at a price permissible for a short sale under rule X-10A-1 (a).
MANIPULATIVE AND DECEPTIVE DEVICES AND
Rule X-10B-1. Prohibition of Use of Manipulative or Deceptive
Devices or Contrivances With Respect to Certain Securities
Exempted From Registration. The term manipulative or deceptive device or contrivance, as used in section 10 (b), is hereby defined to include any act or omission to act with respect to any security exempted from the operation of section 12 (a) pursuant to a rule which specifically provides that this rule shall be applicable to such security, if such act or omission to act would have been unlawful under section 9 (a), or any rule or regulation heretofore or hereafter prescribed thereunder, if done or omitted to be done with respect to a security registered on a national securities exchange, and the use of any means or instrumentality of interstate commerce or of the mails or of any facility of any national securities exchange to use or employ any such device or contrivance in connection with the purchase or sale of any such security is hereby prohibited. Rule X-10B-2. Solicitation of Purchases on an Exchange to
Facilitate a Distribution of Securities. (a) No person, participating or otherwise financially interested in the primary or secondary distribution of any security of any issuer, shall, by the use of any means or instrumentality of interstate com