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.
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