Sales of securities not involving a public offering, and under a plan filed with and not disapproved by the Commissioner; that is, sales on which no commission or other compensation is payable resulting from offers privately made to not over 20 persons (other than banks, savings associations, investment companies registered as such under the Investment Company Act of 1940, registered securities dealers, investment houses and other financial institutions) within a 12-month period, and where all persons (including such banks, associations, companies, dealers, houses and institutions) so acquiring such securities do so for investment purposes only and not with a view to further distribution. The Commissioner shall disapprove any such plan within 10 days after filing, or within such reasonable additional period as the Commissioner may request within such 10 days, if found by the Commissioner to be:
Unfair to any existing or proposed other holders of securities of the insurer; or
Sales of securities by an insurance holding corporation for purposes which do not include the financing, directly or indirectly, of a domestic insurer.
Stock of the insurer or insurance holding corporation to be offered and sold (without payment of commission thereon) exclusively to directors, employees and agents of the insurer or corporation, or any of them, under stock options granted pursuant to a written lawful plan therefor adopted by the board of directors, approved by a majority of the stock of the issuer corporation having voting rights, and filed with and approved by the Commissioner. The Commissioner shall approve such a plan unless found by the Commissioner to be inequitable to other personnel of the insurer or other persons financially interested in the insurer.
Securities issued or proposed to be issued pursuant to any merger, consolidation, bulk reinsurance, conversion, mutualization or corporate affiliation approved by the Commissioner pursuant to chapter 693A of NRS.
Securities issued in exchange for outstanding securities of the issuer, or partly in exchange for such outstanding securities and partly for cash, in connection with a recapitalization of the issuer or the exercise of conversion or exchange rights under such outstanding securities.
Securities issued and distributed to existing holders of securities of the insurer as a dividend paid in securities.
Fractional share interests in stock of the issuer offered and sold for the purpose of rounding out to whole shares in connection with any stock dividend or other distribution of shares to existing security holders of the issuer.