Section 68IAC4-1-1. Definitions

   The following definitions apply throughout this rule:

(1) "Current market price" means the average of the daily closing prices for the twenty (20) consecutive trading days immediately preceding the date of the transaction or the closing price on the day immediately preceding the date of the transaction, whichever is higher. For the purpose of this definition, the closing price shall be determined as follows:

(A) If the security is admitted to trading or listed on the principal national securities and exchange, the closing price for the day shall be:

(i) the last reported sale price, regular way; or

(ii) in case no reported sale takes place on that day, the average of the last reported bid and asked prices, regular way.

In either case, the closing price on the principal national securities and exchange registered under the Securities and Exchange Act of 1934 (15 U.S.C. 78a et seq.) on which the security is admitted to trading or listed.

(B) If the security is not listed or admitted to trading on a national securities exchange, the closing price for the day shall be:

(i) the closing price of the security; or

(ii) in case no reported sale takes place, the average of the closing bid and asked prices on NASDAQ or a comparable system.

(C) If the security is not listed or quoted on NASDAQ or on a comparable system, the closing price for the day shall be:

(i) the closing sale price; or

(ii) in case no reported sale takes place, the average of the closing bid and asked prices, as furnished by a member of the National Association of Securities Dealers, Inc., selected from time to time by the issuer for that purpose.

(2) "Holding company" means a corporation, firm, partnership, trust, limited liability company, or other form of business entity that meets the following criteria:

(A) Directly or indirectly:

(i) owns;

(ii) has the power or right to vote or control; or

(iii) holds with the power to vote;

all or any part of the stock, interest, or other voting security of a business entity that holds or has applied for an Indiana casino owner's license or a supplier's license.

(B) Indirectly holds, holds, or owns any power, right, or security if it does so through an interest in a subsidiary or successive subsidiary; however, many such subsidiaries may intervene between the holding company and the holder or applicant for a casino owner's license or a supplier's license.

(3) "Intermediary company" means a corporation, firm, partnership, trust, limited liability company, or other form of business entity that meets the following criteria:

(A) Is a holding company of a holder or an applicant for a casino owner's license or a supplier's license.

(B) Is a subsidiary with respect to a holding company.

(4) "Publicly traded corporation" means the following:

(A) A person, other than an individual, that:

(i) has one (1) or more classes of voting securities registered under Section 12 of the Securities and Exchange Act of 1934 (15 U.S.C. 78a et seq.);

(ii) issues securities and is subject to Section 15(d) of the Securities Act of 1934 (15 U.S.C. 78a et seq.); or

(iii) has one (1) or more classes of voting securities exempted from the registration requirements of Section 5 of the Securities Act of 1933 (15 U.S.C. 78a et seq.) due to an exemption contained in Section 3(a)(10), 3(a)(11), or 3(c) of the Securities Act of 1933 (15 U.S.C. 78a et seq.);

or any other company required to file under the Securities and Exchange Act of 1934.

(B) A person, other than an individual, created under the laws of a foreign country that:

(i) has one (1) or more classes of voting securities registered on that country's securities exchange or over-the-counter market; and

(ii) the commission has determined that the business entity's activities are regulated in a manner that protects the investors and Indiana.

The term includes any person, other than an individual, that has securities registered or is an issuer under this definition solely because it guaranteed a security issued by an affiliate under a public offering and is considered by the Securities and Exchange Commission to be a co-issuer of a public offering of securities under Rule 140 of the Securities and Exchange Act of 1934 (15 U.S.C. 78a et seq.).

(5) "Public offering" means a sale of voting securities that is subject to the registration requirements of Section 5 of the Securities Act of 1933 (15 U.S.C. 78a et seq.), or that is exempt from the requirements solely by reason of an exemption contained in either:

(A) Section 3(a)(10), 3(a)(11), or 3(c) of the Securities Act of 1933 (15 U.S.C. 78a et seq.); or

(B) Regulation A or Regulation D adopted under Section 3(b) of the Securities Act of 1933 (15 U.S.C. 78a et seq.).

(6) "Security" has the meaning set forth in IC 23-19-1-2(28).

(7) "Subsidiary" means a firm, partnership, trust, limited liability company, or other form of business organization, all or any interest of which is:

(A) owned;

(B) subject to a power or right of control; or

(C) held with power to vote;

directly, indirectly, or in conjunction with a holding company or intermediary company.

(8) "Voting security" means a security the holder of which is entitled to vote generally for the election of a member or members of the board of directors or board of trustees of a corporation or a comparable person or persons in the case of a partnership, trust, or other form of business organization other than a corporation.

(Indiana Gaming Commission; 68 IAC 4-1-1; filed Dec 11, 1995, 4:30 p.m.: 19 IR 1026; readopted filed Dec 1, 2003, 9:45 a.m.: 27 IR 1295; readopted filed Sep 22, 2009, 4:00 p.m.: 20091021-IR-068090475RFA; filed Dec 6, 2012, 2:32 p.m.: 20130102-IR-068110786FRA)