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Affiliate

Rule 144 and Rule 405 of the Securities Act defines an affiliate as an individual who controls, is controlled by, or is under common control with another person. The control can be direct or indirect. Rule 144 generally includes executive officers, directors and 10% stockholders in addition to relatives (e.g., spouses) and specified companies, trusts and other entities that meet the definition. Occasionally, a 5% or greater ownership is deemed an affiliate. See, also, “Rule 144,” “Insider” and “Reporting person.”

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