§ 2.4. “Controlling person” means any person offering or selling a security, or group of persons acting in concert
in the offer or sale of a security, owning beneficially (and in the absence of knowledge,
or reasonable grounds for belief, to the contrary, record ownership shall for the
purposes hereof be presumed to be beneficial ownership) either (i) 25% or more of
the outstanding voting securities of the issuer of such security where no other person
owns or controls a greater percentage of such securities, or (ii) such number of outstanding
securities of the issuer of such security as would enable such person, or group of
persons, to elect a majority of the board of directors or other managing body of such
issuer. In case of unincorporated issuers, “controlling person” means any person offering
or selling a security, or group of persons acting in concert in the offer or sale
of a security, who directly or indirectly controls the activities of the issuer.
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