Page:United States Statutes at Large Volume 53 Part 2.djvu/678

 PUBLIC LAWS-CH. 411-AUG. 3, 1939 Application by is- suer for exemption of offerings of certain securities. Findings by Com- mission. Securities issued by a person organized under foreign govern- ment laws, etc. Registration state- ment to include desig- nated items. 48 Stat. 78. 15U.S.C.§77g; Supp. IV, § 77g. Eligibility of trus- tee. Analysis of inden- ture provisions with respect to default. Authentication and delivery of indenture securities, etc. Release,etc. , ofprop- erty subject to lien. Satisfaction and dis- charge ofindenture. Evidence. Segregation of Infor- mation and docu- ments. Designated sections inapplicable. 48 Stat. 82,84, 87. 15 U. S.C. §§ 77k,l, q, x. Refusal to permit registration statement to become effective if not conforming to requirements. "(c) The Commission shall, on application by the issuer and after opportunity for hearing thereon, by order exempt from any one or more provisions of this title any security issued or proposed to be issued under any indenture under which, at the time such application is filed, securities referred to in paragraph (3) of subsection (a) of this section are outstanding, if and to the extent that the Commission finds that compliance with such provision or provisions, through the execution of a supplemental indenture or otherwise- "(1) would require, by reason of the provisions of such inden- ture, or the provisions of any other indenture or agreement made prior to the enactment of this title, or the provisions of any applicable law, the consent of the holders of securities outstand- ing under any such indenture or agreement; or (2) would impose an undue burden on the issuer, having due regard to the public interest and the interests of investors. "(d) The Commission may, on application by the issuer and after opportunity for hearing thereon, by order exempt from any one or more of the provisions of this title any security issued or proposed to be issued by a person organized and existing under the laws of a foreign government or a political subdivision thereof, if and to the extent that the Commission finds that compliance with such provision or provisions is not necessary in the public interest and for the pro- tection of investors. "SECURITIES REQUIRED TO BE REGISTERED UNDER SECURITIES AT "SEC. 305. (a) Subject to the provisions of section 304, a registra- tion statement relating to a security shall include the following infor- mation and documents, as though such inclusion were required by the provisions of section 7 of the Securities Act of 1933- "(1) such information and documents as the Commission may by rules and regulations prescribe in order to enable the Com- mission to determine whether any person designated to act as trustee under the indenture under which such security has been or is to be issued is eligible to act as such under subsection (a) of section 310 or has a conflicting interest as defined in subsection (b) of section 310; and "(2) an analysis of any provisions of such indenture with respect to (A) the definition of what shall constitute a default under such indenture, and the withholding of notice to the indenture security holders of any such default, (B) the authen- tication and delivery of the indenture securities and the appli- cation of the proceeds thereof, (C) the release or the release and substitution of any property subject to the lien of the indenture, (D) the satisfaction and discharge of the indenture, and (E) the evidence required to be furnished by the obligor upon the inden- ture securities to the trustee as to compliance with the conditions and covenants provided for in such indenture. The information and documents required by paragraph (1) of this subsection with respect to the person designated to act as indenture trustee shall be contained in a separate part of such registration state- ment, which part shall be signed by such person. Such part of the registration statement shall be deemed to be a document filed pur- suant to this title, and the provisions of sections 11, 12, 17, and 24 of the Securities Act of 1933 shall not apply to statements therein or omissions therefrom. "(b) The Commission shall issue an order prior to the effective date of registration refusing to permit such a registration statement to become effective, if it finds that- "(1) the security to which such registration statement relates has not been or is not to be issued under an indenture; 1154 [53 STAT.

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