§ 359-e. Definitions. Registration requirements.\n 1. The following terms, whenever used or referred to in this article,\nshall have the following meaning unless a different meaning clearly\nappears from the context:\n (a) A "dealer" shall mean and include any person, firm, association or\ncorporation engaged in the business of buying and selling securities\nfrom or to the public within or from this state for his or its own\naccount, through a broker or otherwise, except a bank unless such bank\nis considered a dealer under the federal securities exchange act of\n1934, but does not include any person, firm, association or corporation\nin so far as he or it buys or sells securities for his or its bona fide\ninvestment account, either individually or in some fiduciary capacity.\nThe term "dealer" shall, except as otherwise provided in this article,\nalso include a person, firm, association or corporation selling or\noffering for sale from or to the public within or from this state\nsecurities issued by it. No person shall be deemed to be a "dealer", as\ndefined in this subdivision, or a broker, as defined in subdivision (b)\nof this section, solely by reason of the fact that he is engaged in the\nbusiness of (i) selling, offering for sale, purchasing or offering to\npurchase any security or securities to, from or through any bank, dealer\nor broker, or to or from any syndicate, corporation or group formed for\nthe specific purpose of acquiring such securities for resale to the\npublic directly or through other syndicates or groups, or (ii) any\noffer, sale or distribution by an issuer of stock dividends,\nnontransferable warrants or transferable warrants exercisable within\nninety days of their issuance to existing stockholders, securities\nissued upon conversion of convertible securities and exercise of\nwarrants and securities issued as part of a recapitalization or\nreclassification to existing stockholders of the same issuer, or (iii)\nselling, offering for sale, purchasing or offering to purchase any\nsecurity or securities on the floor of any securities exchange\nregistered as a national securities exchange under the securities\nexchange act of nineteen hundred thirty-four. No person, firm,\nassociation or corporation shall be deemed to be a "dealer", as defined\nin this subdivision, solely by reason of selling or offering for sale\nany security or securities to any bank, corporation, savings\ninstitution, trust company, insurance company, investment company, as\ndefined in the federal investment company act of nineteen hundred forty,\npension or profit-sharing trust, or other financial institution or\ninstitutional buyer, whether the purchaser is acting for himself or\nitself or in some fiduciary capacity, as part of a private placement of\nsecurities.\n (b) A "broker" shall mean and include any person, firm, association or\ncorporation, other than a dealer, engaged in the business of effecting\ntransactions in securities for the account of others within or from this\nstate, but does not include a bank unless such bank is considered a\nbroker under the federal securities exchange act of 1934.\n (c) A "salesman" shall mean and include every person employed by a\nbroker or dealer as said terms are defined in this section, for the\npurpose of representing such broker or dealer in the sale or purchase of\nsecurities to or from the public within or from this state.\n (d) A "principal" shall mean and include every person or firm directly\nor indirectly controlling any broker or dealer.\n (e) A "bank" shall mean and include a state or national bank, trust\ncompany or savings institution incorporated under the laws and subject\nto the examination, supervision and control of any state or of the\nUnited States or of any insular possession thereof.\n 2. No dealer or broker shall sell or offer for sale to or purchase or\noffer to purchase from the public within or from this state, as\nprincipal, or broker, any securities issue
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