‘‘(A) based on a security; andNovember 16th, 2019
FiledNovember 16th, 2019‘‘(B) entered into directly or through an under- writer (as defined in section 2(a) of the Securities Act of 1933 [15 U.S.C. 77b(a)]) by the issuer of such security for the purposes of raising capital, unless such agreement, contract, or transaction is entered into to manage a risk associated with capital rais- ing.