Except to the extent otherwise specifically provided by rule, regulation, or order of the Commission, this section shall not apply to a forward-looking statement--
that is made with respect to the business or operations of the issuer, if the issuer--
a. during the 3-year period preceding the date on which the statement was first made--
was convicted of any felony or misdemeanor described in clauses (i) through (iv) of section 15 (b)(4)(B) of the Securities Exchange Act of 1934; or
has been made the subject of a judicial or administrative decree or order arising out of a governmental action that--
prohibits future violations of the antifraud provisions of the securities laws;
requires that the issuer cease and desist from violating the antifraud provisions of the securities laws; or
determines that the issuer violated the antifraud provisions of the securities laws;
makes the forward-looking statement in connection with an offering of securities by a blank check company;
issues penny stock;
makes the forward-looking statement in connection with a rollup transaction; or
makes the forward-looking statement in connection with a going private transaction; or
that is--
included in a financial statement prepared in accordance with generally accepted accounting principles;
contained in a registration statement of, or otherwise issued by, an investment company;
made in connection with a tender offer;
made in connection with an initial public offering;
made in connection with an offering by, or relating to the operations of, a partnership, limited liability company, or a direct participation investment program; or
made in a disclosure of beneficial ownership in a report required to be filed with the Commission pursuant to section 13(d) of the Securities Exchange Act of 1934.
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