Page:United States Statutes at Large Volume 54 Part 1.djvu/828

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PUBLIC LAWS-CH. 686-AUG. 22, 1940 [54 STAT. "National seC exchange." 48 Stat. 885 . 15U. S.C .§ "Periodic pi plan certificate 794 "Person." " Principal writer." curities (25) "National securities exchange" means an exchange registered under section 6 of the Securities Exchange Act of 1934. ayment (26) "Periodic payment plan certificate" means (A) any certifi- cate, investment contract, or other security providing for a series of periodic payments by the holder, and representing an undivided interest in certain specified securities or in a unit or fund of securities purchased wholly or partly with the proceeds of such payments, and (B) any security the issuer of which is also issuing securities of the character described in clause (A) and the holder of which has sub- stantially the same rights and privileges as those which holders of securities of the character described in clause (A) have upon com- pleting the periodic payments for which such securities provide. (27) "Person" means a natural person or a company. under- 28) "Principal underwriter" of or for any investment company other than a closed-end conmpany, or of any security issued by such a company, means any underwriter who as principal purchases from such company, or pursuant to contract has the right (whether abso- lute or conditional) from time to time to purchase from such com- pany, any such security for distribution, or who as agent for such company sells or has the right to sell any such security to a dealer or to the public or both, but does not include a dealer who purchases from such company through a principal underwriter acting as agent for such company. "Principar underwriter" of or for a closed-end company or any issuer which is not an investment company, or of any security issued by such a company or issuer, means any under- writer who, in connection with a primary distribution of securities, (A) is in privity of contract with the issuer or an affiliated person of the issuer; (B) acting alone or in concert with one or more other persons, initiates or directs the formation of an underwriting syndi- cate; or (C) is allowed a rate of gross commission, spread, or other profit greater than the rate allowed another underwriter participat- ing in the distribution. (29) "Promoter" of a company or a proposed company means a person who, acting alone or in concert with other persons, is initiat- ing or directing, or has within one year initiated or directed, the organization of such company. (30) "Prospectus", as used in section 22, means a written prospec- 77o (b); tus intended to meet the requirements of section 5 (b) of the Securities Act of 1933 and currently in use. As used elsewhere,

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7 h "prospectus" means a prospectus as defined in the Securities Act of 1933. le secu- (31) "Redeemable security" means any security, other than short- term paper, under the terms of which the holder, upon its presenta- tion to the issuer or to a person designated by the issuer, is entitled (whether absolutely or only out of surplus) to receive approximately his proportionate share of the issuer's current net assets, or the cash equivalent thereof. tlion." (32) "Reorganization" means (A) a reorganization under the supervision of a court of competent jurisdiction; (B) a merger or consolidation; (C) a sale of 75 per centum or more in value of the assets of a company; (D) a restatement of the capital of a com- pany, or an exchange of securities issued by a company for any of its own outstanding securities; (E) a voluntary dissolution or liquida- tion of a company; (F) a recapitalization or other procedure or transaction which has for its purpose the alteration, modification, or elimination of any of the rights, preferences, or privileges of any class of securities issued by a company, as provided in its charter or other instrument creating or defining such rights, preferences, and privileges; (G) an exchange of securities issued by a company for "Promoter.' "Prospectus 48 Stat. 77. 15U.8 .C. § Supp. V, § 77e 15U.S.C (10). "Redeemabl rity." "Reorganize