Okla. Stat. tit. 71, § 71-1-306

registration statement.

A. The Administrator may issue a stop order denying

effectiveness to, or suspending or revoking the effectiveness of, a

registration statement if the Administrator finds that the order is

in the public interest and that:

1. The registration statement as of its effective date or

before the effective date in the case of an order denying

effectiveness, an amendment under subsection J of Section 1-305 of

this title as of its effective date, or a report under subsection I

of Section 1-305 of this title, is incomplete in a material respect

or contains a statement that, in the light of the circumstances

under which it was made, was false or misleading with respect to a

material fact;

2. This act or a rule adopted or order issued under this act or

a condition imposed under this act has been willfully violated, in

connection with the offering, by the person filing the registration

statement; by the issuer, a partner, officer, or director of the

issuer or a person having a similar status or performing a similar

function, a promoter of the issuer, or a person directly or

indirectly controlling or controlled by the issuer, but only if the

person filing the registration statement is directly or indirectly

controlled by or acting for the issuer; or by an underwriter;

3. The security registered or sought to be registered is the

subject of a permanent or temporary injunction of a court of

competent jurisdiction or an administrative stop order or similar

order issued under any federal, foreign, or state law other than

this act applicable to the offering, but the Administrator may not

institute a proceeding against an effective registration statement

under this paragraph more than one (1) year after the date of the

order or injunction on which it is based, and the Administrator may

not issue an order under this paragraph on the basis of an order or

injunction issued under the securities act of another state unless

the order or injunction was based on conduct that would constitute,

as of the date of the order, a ground for a stop order under this

section;

4. The issuer's enterprise or method of business includes or

would include activities that are unlawful where performed;

Oklahoma Statutes - Title 71. Securities Page 36

5. With respect to a security sought to be registered under

Section 1-303 of this title, there has been a failure to comply with

the undertaking required by paragraph 4 of subsection B of Section

1-303 of this title;

6. The applicant or registrant has not paid the filing fee, but

the Administrator shall void the order if the deficiency is

corrected; or

7. The offering:

a. will work or tend to work a fraud upon purchasers or

would so operate, or

b. has been or would be made or is being made with

unreasonable amounts of underwriters' and sellers'

discounts, commissions, or other compensation;

promoters' profits or participation; or unreasonable

amounts or kinds of options, profits, compensation, or

remuneration paid directly or indirectly to any

officer, director, employee, contractor or agent.

B. To the extent practicable, the Administrator by rule adopted

or order issued under this act shall publish standards that provide

notice of conduct that violates paragraph 7 of subsection A of this

section.

C. The Administrator may not institute a stop order proceeding

against an effective registration statement on the basis of conduct

or a transaction known to the Administrator when the registration

statement became effective unless the proceeding is instituted

within thirty (30) days after the registration statement became

effective.

D. The Administrator may summarily revoke, deny, postpone, or

suspend the effectiveness of a registration statement pending final

determination of an administrative proceeding. Upon the issuance of

the order, the Administrator shall promptly notify each person
ement became effective unless the proceeding is instituted

within thirty (30) days after the registration statement became

effective.

D. The Administrator may summarily revoke, deny, postpone, or

suspend the effectiveness of a registration statement pending final

determination of an administrative proceeding. Upon the issuance of

the order, the Administrator shall promptly notify each person

specified in subsection E of this section that the order has been

issued, the reasons for the revocation, denial, postponement, or

suspension, and that within fifteen (15) days after the receipt of a

request in a record from the person the matter will be scheduled for

a hearing and such hearing shall be commenced within fifteen (15)

days of the matter being set for hearing. If a hearing is not

requested and none is ordered by the Administrator, within thirty

(30) days after the date of service of the order, the order becomes

final. If a hearing is requested or ordered, the Administrator,

after notice of and opportunity for hearing for each person subject

to the order, may modify or vacate the order or extend the order

until final determination.

E. Unless the right to notice and hearing is waived, a stop

order may not be issued under this section without:

Oklahoma Statutes - Title 71. Securities Page 37

1. Appropriate notice to the applicant or registrant, the

issuer, and the person on whose behalf the securities are to be or

have been offered;

2. An opportunity for hearing; and

3. Findings of fact and conclusions of law in a record in

accordance with the Administrative Procedures Act.

F. The Administrator may modify or vacate a stop order issued

under this section if the Administrator finds that the conditions

that caused its issuance have changed or that it is necessary or

appropriate in the public interest or for the protection of

investors.