Replies to post #18899 on MyDx Inc. (fka MYDX)

[DarthYoda]

It is you who must answer the most basic question, which is what part of 3(a)(10)was not followed? You have talked about this rule for weeks now and can't just post what section of it was supposedly violated. Why am I having to do all this proofing against a supposed rule violation that you can't seem to plainly state? If you know definitively who "Silberstein" is, then you shouldn't have to ask me about their registration. Why ask me? Why not just post proof?

[DarthYoda]

Also, as I've mentioned, I don't go around pretending to be an Attorney or a Government Employee of any kind, so if you want further information about the "no action" request, I've already provided you with the phone number and email of the Judge who signed it. Yet, I somehow keep ending up as the target of questions...

[DarthYoda]

The Section 3(a)(10) exemption is available without any action by the Division or the Commission. However, the issuer must advise the court or authorized governmental entity before the fairness hearing that it will rely on the Section 3(a)(10) exemption upon the court or authorized governmental entity’s approval of the exchange. In addition, the issuer must provide the court or authorized governmental entity with sufficient information to determine the value of both the securities claims or interests to be surrendered and the securities to be issued in the proposed transaction. Finally, the issuer must provide timely and appropriate notice of the hearing to all persons who will receive securities in the proposed exchange.

Issuers that are unsure of whether the exemption is available for a specific contemplated transaction may, however, seek the Division’s views by requesting a “no-action” position from the Division. An issuer must submit a no-action request before the fairness hearing,6 for the Division will not issue a no-action response concerning a transaction after the fairness hearing has been held.

Do the requirements of the Bold section seem to have been met? If so, then the exemption was granted by the court "without any action by the Division or the Commission."

[DarthYoda]

My interpretation of the "no action" portion of 3(a)(10) is that an actual stated position of no action from the Division or Commission can be sought if an issuer is unsure of the availability of the exemption for their specific transaction.

Otherwise, the 3(a)(10) exemption is available with no action as long as the bold requirements(previous post) are met. IMO, the difference is whether or not the participants in the transaction(settlement) are in need of the Division to expressly state no action. If they do not need the Division to expressly quell their unsureness of the availability of the exemption for their transaction with a letter, then they just need to meet the requirements in bold.