Page:United States Statutes at Large Volume 54 Part 1.djvu/853

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54 STAT.] 7 6TH CONG., 3D SESS.-CH. 686-AUG. 22 , 1940 819 or holidays) next preceding the time of such determination. The time of issue or sale shall, in the case of an offering of such securities to existing stockholders of the issuer, be deemed to be the first date on which such offering is made, and in all other cases shall be deemed to be the time as of which a firm commitment to issue or sell and to take or purchase such securities shall be made. (c) Notwithstanding the provisions of subsection (a) it shall be Limitation unlawful for any registered closed-end investment company to issue securities. or sell any senior security representing indebtedness if immediately thereafter such company will have outstanding more than one class of senior security representing indebtedness, or to issue or sell any senior security which is a stock if immediately thereafter such com- pany will have outstanding more than one class of senior security which is a stock, except that (1) any such class of indebtedness or stock may be issued in one or more series: Provided That no such ,oferent series shall have a preference or priority over any other series upon seies. the distribution of the assets of such registered closed-end company or in respect of the payment of interest or dividends, and (2) promis- sory notes or other evidences of indebtedness issued in consideration of any loan, extension, or renewal thereof, made by a bank or other person and privately arranged, and not intended to be publicly dis- tributed, shall not be deemed to be a separate class of senior securities representing indebtedness within the meaning of this subsection (c). (d) It shall be unlawful for any registered management company Issuance of was to issue any warrant or right to subscribe to or purchase a security curity. of which such company is the issuer, except in the form of warrants or rights to subscribe expiring not later than one hundred and twenty days after their issuance and issued exclusively and ratably to a class or classes of such company's security holders; except that any warrant may be issued in exchange for outstanding warrants in connection with a plan of reorganization. (e) The provisions of this section 18 shall not apply to any senior Nonapplication securities issued or sold by any registered closed-end company- pro v s (1) pursuant to any firm contract to purchase or sell entered M:achts p94ri0r into prior to March 15, 1940; (2) for the purpose of refunding through payment, purchase, Re'unding. redemption, retirement, or exchange, any senior security of such registered investment company except that no senior security representing indebtedness shall be so issued or sold for the pur- pose of refunding any senior security which is a stock; or (3) pursuant to any plan of reorganization (other than for W teorganiz" refunding as referred to in subsection (e) (2)) provided- (A) that such senior securities are issued or sold for the purpose of substituting or exchanging such senior securities for outstanding senior securities, and if such senior securi- ties represent indebtedness they are issued or sold for the purpose of substituting or exchanging such senior securities for outstanding senior securities representing indebtedness, of any registered investment company which is a party to such plan of reorganization; or (B) that the total amount of such senior securities so issued or sold pursuant to such plan does not exceed the total amount of senior securities of all the companies which are parties to such plan, and the total amount of senior securities representing indebtedness so issued or sold pursu- ant to such plan does not exceed the total amount of senior securities representing indebtedness of all such companies, or, alternatively, the total amount of such senior securities so issued or sold pursuant to such plan does not have the on ated ial ant se- of to