Page:United States Statutes at Large Volume 53 Part 2.djvu/679

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53 STAT.] T7TH CONG. , 1 ST SESS.-CH. 411-AUG. 3, 1939 "(2) such indenture does not conform to the requirements of sections 310 to 318, inclusive; or "(3) any person designated as trustee under such indenture is not eligible to act as such under subsection (a) of section 310 or has any conflicting interest as defined in subsection (b) of section 310; but no such order shall be issued except after notice and opportunity for hearing within the periods and in the manner required with respect to refusal orders pursuant to section 8 (b) of the Securities Act of 1933. If and when the Commission deems that the objections on which such order was based have been met, the Commission shall enter an order rescinding such refusal order, and the registration shall become effective at the time provided in section 8 (a) of the Securities Act of 1933, or upon the date of such rescission, whichever shall be the later. "(c) A prospectus relating to any such security shall include, as though such inclusion were required by section 10 of the Securities Act of 1933, a written statement containing the analysis, set forth in the registration statement, of any indenture provisions with respect to the matters specified in paragraph (2) of subsection (a) of this section, together with a supplementary analysis, prepared by the Commission, of such provisions and of the effect thereof if, in the opinion of the Commission, the inclusion of such supplementary analysis is necessary or appropriate in the public interest or for the protection of investors, and the Commission so declares by order after notice and, if demanded by the issuer, opportunity for hearing thereon. Such order shall be entered prior to the effective date of registration, except that if opportunity for hearing thereon is demanded by the issuer such order shall be entered within a reasonable time after such opportunity for hearing. "(d) The provisions of sections 11, 12, 17, and 24 of the Securities Act of 1933, and the provisions of sections 323 and 325 of this title, shall not apply to statements in or omissions from any analysis required under the provisions of this section or section 306 or 307. " SECURITIES NOT REGISTERED UNDER SECURITIES ACT "SEC. 306. (a) In the case of any security which is not registered under the Securities Act of 1933 and to which this subsection is applicable notwithstanding the provisions of section 304, unless such security has been or is to be issued under an indenture and an appli- cation for qualification is effective as to such indenture, it shall be unlawful for any person, directly or indirectly- "(1) to make use of any means or instruments of transportation or communication in interstate commerce or of the mails to sell such security through the use or medium of any prospectus or otherwise; or "(2) to carry or cause to be carried through the mails or in interstate commerce, by any means or instruments of transporta- tion, any such security for the purpose of sale or for delivery after sale. "(b) In the case of any security which is not registered under the Securities Act of 1933, but which has been or is to be issued under an indenture as to which an application for qualification is effective, it shall be unlawful for any person, directly or indirectly- "(1) to make use of any means or instruments of transportation or communication in interstate commerce or of the mails to carry or transmit any prospectus relating to any such security, unless such prospectus includes or is accompanied by a written state- ment that meets the requirements of subsection (c) of section 305; or 1155 Opportunity for hearing. 48 Stat. 79. 15 U.S.C.§77h. Prospectus relating to such security, con- tents. 48 Stat. 81 . 15U. S. C. §771. Preparation of sup- plementary analysis. Inapplicable provi- sions. 48 Stat. 82, 84, 87. 15U.S.C.§§77k, l,q, x. Post, pp. 1176, 1177. Application. Prohibitions affect- ing interstate com- merce and the mails. Transmission of prospectus, etc. Transporting of such security for sale or delivery after sale. Unregistered secur- ities issued, etc., un- der indenture to which application for qualification effective. Unlawful acts. Transmittal of pro- spectus; exception.