1. (a) the person effecting the transaction is engaged in the business of distributing stock and is participating in good faith, in the ordinary course of such business, in the distribution of such block of stock;
2. (b) the stock involved in the transaction is (1) a part of such block of stock and is acquired by the person effecting the transaction, with a view to the distribution thereof, from the insurer or other person on whose behalf such stock is being distributed or from a person who is participating in good faith in the distribution of such block of stock, or (2) stock purchased in good faith by or for the account of the person effecting the transaction for the purpose of stabilizing the market price of stock of the class being distributed or to cover an over-allotment or other short position created in connection with such distribution; and

3. (c) other persons not within the purview of section 1221 of the Insurance Law are participating in the distribution of such block of stock on terms at least as favorable as those on which such person is participating and to an extent at least equal to the aggregate participation of all persons exempted from the provisions of subsection (b) or subsection (c) of section 1221 by this section. However, the performance of the functions of manager of a distributing group and the receipt of a bona fide payment for performing such functions shall not preclude an exemption which would otherwise be available under this section.

   The exemption of a transaction pursuant to this section with respect to the participation therein of one party thereto shall not render such transaction exempt with respect to participation of any other party therein unless such other party also meets the conditions of this section.

Any transaction of purchase and sale, or sale and purchase, of any stock which is effected in connection with the distribution of a substantial block of stock shall be exempt from the provisions of subsection (b) of section 1221 of the Insurance Law, to the extent specified herein, as not comprehended within the purpose of the said provisions, upon the following conditions: