Page:United States Statutes at Large Volume 92 Part 2.djvu/1360

 92 STAT. 2640

PUBLIC LAW 95-598—NOV. 6, 1978

(i) required to file reports under section 13 of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and (ii) in compliance with all applicable requirements for the continuance of trading in such security on the date of such offer or sale; and (C) such offer or sale is of securities that do not exceed— (i) during the two-year period immediately following the date of the filing of the petition, four percent of the securities of such class outstanding on such date; and (ii) during any 180-day period following such twoyear period, one percent of the securities outstanding at the beginning of such 180-day period; or (4) a transaction by a stockholder in a security that is executed after a transaction of a kind specified in paragraph (1) or (2) of this subsection in such security and before the expiration of 40 days after the first date on which such security was bona fide offered to the public by the issuer or by or through an underwriter, if such stockbroker provides, at the time of or before such transaction by such stockholder, a disclosure statement approved under section 1125 of this title, and, if the court orders, information supplementing such disclosure statement. ' ' " (b)(1) Except as provided in paragraph (2) of this subsection, an entity is an underwriter under section 2(11) of the Securities Act of 1933 (15 U.S.C. 77b (11)), if such entity— (A) purchases a claim against, interest in, or claim for an administrative expense in the case concerning, the debtor, if such purchase is with a view to distribution of any security received or to be received in exchange for such a claim or interest; (B) offers to sell securities offered or sold under the plan for the holders of such securities; (C) offers to buy securities offered or sold under the plan for -:A4I D'i J: the holders of such securities, if such offer to buy is— (i) with a view to distribution of such securities; and (ii) under an agreement made in connection with the plan, with the consummation of the plan, or with the offer or sale of securities under the plan; or (D) is an issuer, as used in such section 2(11), with respect to such securities. (2) An entity is not an underwriter under section 2(11) of the Securities Act of 1933 or under paragraph (1) of this subsection with respect to an agreement that provides only for— (A)(i) the matching combination of fractional interests in securities offered or sold under the plan into whole interests; or (ii) the purchase or sale of such fractional interests among entities receiving such fractional interests under the plan; or (B) the purchase or sale for such entities of such fractional or whole interests as are necessary to adjust for any remaining fractional interests after such matching. (3) An entity other than an entity of the kind specified in paragraph (1) of this subsection is not an underwriter under section 2(11) of the Securities Act of 1933 with respect to any securities offered or sold to such entity in the manner specified in subsection (a)(1) of this section. (c) An offer or sale of securities of the kind and in the manner specified under subsection (a)(1) of this section is deemed to be a public offering. ^.,,, _ „.. ,...

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