The USA defines a sale and an offer to sell as follows:

Sale includes:

  • every contract of sale,
  • contract to sell, or
  • disposition of, a security or
  • interest in a security for value.

Offer to sell includes:

  • every attempt, or
  • offer to dispose of, or
  • solicitation of an offer to purchase, a security or
  • interest in a security for value.

Both terms include:

  • a security given or delivered with, or as a bonus on account of, a purchase of securities or any other thing constituting part of the subject of the purchase and having been offered and sold for value;
     
  • a gift of assessable stock involving an offer and sale; and
     
  • a sale/offer of a warrant/right to purchase/subscribe to another security of the same or another issuer, and a sale/offer of a security that gives the holder a present or future right or privilege to convert the security into another security of the same or another issuer, including an offer of the other security.
Other Definitions

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