Regulations & ConductQuestion 107 of 125

During the cooling-off period of a registered offering, a broker-dealer may:

a.Sell the securities to customers
b.Accept binding purchase orders and payment
c.Collect non-binding indications of interest
d.Guarantee the offering price

Explanation

During the cooling-off period (after the registration statement is filed but before it is effective), sales and binding orders are prohibited. Firms may distribute a preliminary prospectus (red herring) and gather non-binding indications of interest, but no money or binding commitments may be accepted until the registration is effective.

Law Reference: Securities Act of 1933

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