90 STAT. 1504
PUBLIC LAW 94-452—OCT. 2, 1976 "(ii) common stock received in an exchange to which subsection (c)(2) applies to a shareholder, in exchange for its common stock, or "(iii) preferred stock or common stock received in an exchange to which subsection (c)(2) applies to a shareholder, in exchange for its preferred stock, or "(iv) securities or preferred or common stock received in an exchange to which subsection (c)(2) applies to a security holder in exchange for its securities, and "(B) any preferred stock received has substantially the same terms as the preferred stock exchanged, and any securities received have substantially the same terms as the securities exchanged, then, except as provided in subsection (f), no gain to the shareholder or security holder from the receipt of such stock or such securities or such stock and securities shall be recognized. "(3)
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P R O KATA AND OTHER REQUIREMENTS.
" ( ^) IN GENERAL.—Paragraphs (1) and (2) of this subsection, or paragraphs (1) and (2) of subsection (b), as the case may be, shall apply to any distribution to the shareholders of a qualified bank holding corporation only if each distribution— "(i) which is made by such corporation to its shareholders after July 7, 1970, and on or before the date on which the Board makes its final certification under subsection (e), and "(ii) to which such paragraph (1) or (2) applies (determined without regard to this paragraph), meets the requirements of subparagraph (B), (C), or (D). " (B) PRO RATA REQUIREMENTS.—A distribution meets the
26 USC 1371.
12 USC 1843.
requirements of this subparagraph if the distribution is pro rata with respect to all shareholders of the distributing qualified bank holding corporation or with respect to all shareholders of common stock of such corporation. "(C) REDEMPTIONS WHEN UNIFORM OFFER IS MADE.—^A distribution meets the requirements of this subparagraph if the distribution is in exchange for stock of the distributing qualified bank holding corporation and such distribution is pursuant to a good faith offer made on a uniform basis to all shareholders of the distributing qualified bank holding corporation or to all shareholders of common stock of such corporation. "(D) NON-PRO RATA DISTRIBUTIONS FROM CERTAIN CLOSELYHELD CORPORATIONS.—A distribution meets the requirements of this subparagraph if such distribution is made by a qualified bank holding corporation which does not have more than 10 shareholders (within the meaning of section 1371(a)(1)) and does not have as a shareholder a person (other than an estate) which is not an individual, and if the Board (after consultation with the Secretary or his delegate) certifies that— "(i) a distribution which meets the requirements of subparagraph (B) or (C) is not appropriate to effectuate section 4 or the policies of the Bank Holding Company Act, and "(ii) the distribution being made is necessary or appropriate to effectuate section 4 of the policies of such Act.
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