Page:United States Statutes at Large Volume 62 Part 1.djvu/194

 PUBLIC LAWS-CH. 180-APR. 9, 1948 Submission to se- curity holders. Approval of letters, etc., by Commission. Assent by holders. Securities affected by alteration, etc. determine to be just and reasonable, the proposed alteration or modification- "(a) is within the scope of paragraph (1); "(b) will be in the public interest; "(c) will be in the best interests of the carrier, of each class of its stockholders, and of the holders of each class of its obliga- tions affected by such modification or alteration; and "(d) will not be adverse to the interests of any creditor of the carrier not affected by such modification or alteration, then (unless the applicant, carrier shall withdraw its application) the Commission shall cause the carrier, in such manner as it shall direct, to submit the proposed alteration or modification (with such terms, conditions, and amendments, if any) to the holders of each class of its securities affected thereby, for acceptance or rejection. All letters, circulars, advertisements, and other communications, and all financial and statistical statements, or summaries thereof, to be used in soliciting the assents or the opposition of such holders shall, before being so used, be submitted to the Commission for its approval as to correctness and sufficiency of the material facts stated therein. If the Commission shall find that as a result of such submission the proposed alteration or modification has been assented to by the holders of at least 75 per centum of the aggregate principal amount or number of shares out- standing of each class of securities affected thereby (or in any case where 75 per centum thereof is held by fewer than twenty-five holders, such larger percentage, if any, as the Commission may determine to be just and reasonable and in the public interest), the Commission shall enter an order approving and authorizing the proposed alteration or modification upon the terms and conditions and with the amend- ments, if any, so determined to be just and reasonable. Such order shall make provision as to the time when such alteration or modifi- cation shall become and be binding, which may be upon publication of a declaration to that effect by the carrier, or otherwise, as the Com- mission may determine. Any alteration or modification which shall become and be binding pursuant to the approval and authority of the Commission hereunder shall be binding upon each holder of any security of the carrier of each class affected by such alteration or modification, and upon any trustee or other party to any instrument under which any class of obligations shall have been issued or by which it is secured, and when any alteration or modification shall become and be binding the rights of each such holder and of any such trustee or other party shall be correspondingly altered or modified. "(3) For the purposes of this section a class of securities shall be deemed to be affected by any modification or alteration proposed only (a) if a modification or alteration is proposed as to any provision of such class of securities, or (b) if any modification or alteration is proposed as to any provision of any instrument pursuant to which such class of securities shall have been issued or shall be secured: Provided, That in any case where more than one class of securities shall have been issued and be outstanding or shall be secured pursuant to any instrument, any alteration or modification proposed as to any provision of such instrument which does not relate to all of the classes of securities issued thereunder, shall be deemed to affect only the class or classes of securities to which such alteration or modification is related. For the purpose of the finding of the Commission referred to in paragraph (2) of this section as to whether the required per- centage of the aggregate principal amount or number of shares out- standing of each class of securities affected by any proposed alteration or modification has assented to the making of such alteration or modi- fication, any security which secures any evidence or evidences of indebt- edness of the carrier or of any company controlling or controlled by 164 [62 STAT.

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