(a) An offer, offer to sell, or offer for sale of securities shall be deemed to be made to the holders of of a corporation when such corporation shall give notice of an assessment to the holders of such . A sale shall be deemed to occur when a stockholder shall pay or agree to pay all or any part of such an assessment.
(b) The term transactions by any person other than an issuer, underwriter or dealer in section 4(1) of the shall not be deemed to include the offering or sale of , at public auction or otherwise, upon the failure of the holder of such stock to pay an assessment levied thereon by the , where the offer or sale is made for the purpose of realizing the of the assessment and any of the proceeds of such sale are to be received by the . However, any person whose functions are limited to as auctioneer at such an auction sale shall not be deemed to be an of the securities offered or sold at the auction sale. Any person who acquires at any such public auction or other sale with a view to the thereof shall be deemed to be an of such .
(c) The term assessable stock means stock which is subject to resale by the pursuant to statute or otherwise in the event of a failure of the holder of such stock to pay any assessment levied thereon.