Under which condition is a securities transaction subject to a state's securities laws?

A securities transaction falls under a state's securities laws primarily based on the location of the transaction and the parties involved. When an offer to buy or sell securities is accepted within a state or directed towards residents of that state, the state's securities regulations typically come into play.

If an offer is accepted in the state, it indicates that the transaction is taking place within the jurisdiction of that state's laws. This acceptance point marks when the deal becomes binding and enforces the application of relevant statutes and regulations.

Additionally, if the offer is directed to the residents of the state, it shows that the transaction aims to engage individuals who are subject to that state’s regulatory authority. The intent to conduct business with the residents creates a legal context in which the state's securities laws apply, ensuring that investors in that state are protected by its regulations.

By combining both conditions—acceptance within the state and the offer directed towards the state’s residents—this choice accurately reflects the circumstances under which a state's securities laws would govern a securities transaction. This comprehensive view captures the essence of state jurisdiction in securities regulation, validating the selection as the correct answer.