Under the following , the terms “offers,” “participates,” or “participation” in section 2(a)(11) of the shall not be deemed to apply to the publication or of with respect to the securities of an which is the subject of an offering pursuant to a registration statement that the proposes to file, or has filed, or that is effective:
(a) The broker or dealer (and any affiliate) that has distributed the report and, if different, the person (and any affiliate) that has published the report have not , are not participating, and do not propose to participate in the of the securities that are or will be the subject of the registered offering.
(b) In connection with the publication or of the , the broker or dealer (and any affiliate) that has distributed the report and, if different, the person (and any affiliate) that has published the report are not receiving and have not received consideration directly or indirectly from, and are not under any direct or indirect arrangement or understanding with:
(1) The of the securities;
(2) A ;
(3) Any participant in the of the securities that are or will be the subject of the registration statement; or
(4) Any other person interested in the securities that are or will be the subject of the registration statement.
1. The regular price being paid by the broker or dealer for independent research, so long as the of this paragraph (b) are satisfied; or
2. The regular subscription or purchase price for the .
(c) The broker or dealer publishes or distributes the in the regular course of its business.
(d) The is not and during the past three years neither the nor any of its was:
(1) A blank check company as defined in Rule 419(a)(2) ( § 230.419(a)(2));
(2) A , other than a , each as defined in Rule 405 ( § 230.405); or
(3) An for an offering of penny stock as defined in Rule 3a51-1 of the Securities of 1934 ( § 240.3a51-1 of this chapter).
(e)Definition of research report. For purposes of this section, research report means a , as defined in Rule 405, that includes information, opinions, or recommendations with respect to securities of an or an analysis of a or an , whether or not it provides information reasonably sufficient upon which to base an investment decision.