110 STAT. 3418 PUBLIC LAW 104-290—OCT. 11, 1996 "(B) any proxy statement, report to shareholders, or other disclosure document relating to a covered security or the issuer thereof that is required to be £Uid is filed with the Commission or any national securities organization registered under section 15A of the Securities Exchange Act of 1934, except that this subparagraph does not apply to the laws, rules, regulations, or orders, or other administrative actions of the State of incorporation of the issuer; or "(3) shall directly or indirectly prohibit, limit, or impose conditions, based on the merits of such offering or issuer, upon the offer or sale of any security described in paragraph (1). "(b) COVERED SECURITIES.— For purposes of this section, the following are covered securities: " (1) EXCLUSIVE FEDERAL REGISTRATION OF NATIONALLY TRADED SECURITIES.— ^A security is a covered security if such security is— "(A) listed, or authorized for listing, on the New York Stock Exchange or the American Stock Exchange, or listed on the National Market System of the Nasdaq Stock Market (or any successor to such entities); "(B) listed, or authorized for listing, on a national securities exchange (or tier or segment thereof) that has listing standards that the Commission determines by rule (on its own initiative or on the basis of a petition) are substantially similar to the listing standards applicable to securities described in subparagraph (A); or "(C) is a security of the same issuer that is equal in seniority or that is a senior security to a security described in subparagraph (A) or (B). " (2) EXCLUSIVE FEDERAL REGISTRATION OF INVESTMENT COMPANIES. —^A security is a covered security if such security is a security issued by an investment company that is registered, or that has filed a registration statement, under the Investment Company Act of 1940. "(3) SALES TO QUALIFIED PURCHASERS.— A security is a covered security with respect to the offer or sale of the security to qualified purchasers, as defined by the Commission by rule. In prescribing such rule, the Commission may define the term 'qualified purchaser' differently with respect to different categories of securities, consistent with the public interest and the protection of investors. " (4) EXEMPTION IN CONNECTION WITH CERTAIN EXEMPT OFFERINGS.— A security is a covered security with respect to a transaction that is exempt from registration under this title pursuant to— "(A) paragraph (1) or (3) of section 4, and the issuer of such security files reports with the Commission pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934; " (B) section 4(4); "(C) section 3(a), other than the offer or sale of a security that is exempt from such registration pursuant to paragraph (4) or (11) of such section, except that a municipal security that is exempt from such registration pursuant to paragraph (2) of such section is not a covered security with respect to the offer or sale of such security
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