Which activity is acceptable during the cooling-off period?

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During the cooling-off period, soliciting indications of interest is an acceptable activity because it allows underwriters and issuers to gauge potential investor interest without making a formal sale of securities. This activity is designed to help the issuer determine how much capital can be raised and at what price, providing valuable information to guide the offering.

This period is primarily intended to allow the regulatory authorities, particularly the SEC, to review the registration statement and related documents thoroughly without any sales pressure. While trading, offering free samples, or filing for a registration statement are not permitted during this time, soliciting indications of interest is explicitly allowed because it does not constitute a binding commitment to purchase securities. It reflects a preliminary gauge of market interest rather than an actual transaction, making it compliant with securities regulations during the cooling-off period.

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