Page:United States Statutes at Large Volume 48 Part 1.djvu/103

 73d CON GRESS. SESS. I. CH. 38. MAY 27, 1933 . 77 involved or the limited character of the public offering ; but no issue Res triction. of securities shall be exempted under this subsection where the aggre- ate amount at which such issue is offered to the public exceeds 100,000 . EXEMPTED TRANSACTIONS SEC. 4. The provisions of section 5 shall not apply to any of the following transactions (1 ) Tran sactio ns by any pe rson o ther t han an issuer, unde rwrite r, or dealer ; transactions by an issuer not with or through an under- writer and not involving any public offering ; or transactions by a dealer (inclu ding a n unde rwrite r no l onger a cting as an underw riter in respec t of the security involved in such t ransactio n), excep t trans- actions withi n one year a fter t he las t date upon w hich t he sec urity was bona fide offered to the public by the issuer or by or through an underwriter (excluding in the computation of such year any time during which a stop order issued under section 8 is in effect as to the security), and except transactions as to securities constituting the whole or a part of an unsold allotment to or subscription by such dealer as a participant in the distribution of such securities by the issuer or by or through an underwriter. (2 ) Brok ers' t ransac tions, execu ted up on cust omers' order s on a ny exchange or in the open or counter market, but not the solicitation of such orders. (3) The issuance of a security of a person exchanged by it with its existing security holders exclusively, where no commission or other remuneration is paid or given directly or indirectly in connec- tion with such exchange ; or the issuance of securities to the existing security holders or other existing creditors of a corporation in the process of a bona f ide re organi zation of suc h corp oratio n unde r the supervisi on of any court, e ither in exchange for the s ecurities of such security holders or claims of such creditors or partly for cash and partly in exchange for the securities or claims of such security holders o r credito rs. PROHIBITIONS RELATING TO INTERSTATE CO MME RCE AND THE MA ILS SEC. 5 . (a) Unless a registration statement is in effect as to a security, it shall be unlawful for any person, directly or indirectly- (1) to make use of any means or instruments of transporta- tion or commu nicat ion in in terst ate c omme rce o r of the mails to sell or offer to buy 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 inter state commer ce, by any m eans o r instr uments of tr anspor ta- tion, any s uch se curity for t he pur pose of sale or for deliv ery after sale. (b) 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 security regis- tered under this title, unless such prospectus meets the require- ments of section 10 ; or (2) to carry or to cause to be carried through the mails or in interstate commerce any such security for the purpose of sale or for deli very after sal e, un less accom pani ed or prec eded by a prospectus that meets the requirements of section 10. (c) The provisions of this section relating to the use of the mails shall not apply to the sale of any security where the issue of which Exempted transac- tions. By individuals. Post, p. 906. Post, p. 79. Brokers' transac- tions. Issuance of securities to existing security hol ders, credito rs, etc P rohib itio ns re latin g to interstate commerce and the mails. Transmission of bro- ker's prospectus, etc . Tra nsporting such security for sale or delivery after sale . Unlawful to trans- mit. Prospectus relating to registered security. Post, p. 81. Security. Intrastate sales ex- clu ded. Post, p. 906.