15 U.S.C. § 77ccc : US Code - Section 77CCC: Definitions

Search 15 U.S.C. § 77ccc : US Code - Section 77CCC: Definitions

When used in this subchapter, unless the context otherwise
requires -
(1) Any term defined in section 2 of the Securities Act of 1933
[15 U.S.C. 77b], and not otherwise defined in this section shall
have the meaning assigned to such term in such section 2 [15
U.S.C. 77b].
(2) The terms "sale", "sell", "offer to sell", "offer for
sale", and "offer" shall include all transactions included in
such terms as provided in paragraph (3) of section 2(a) of the
Securities Act of 1933 [15 U.S.C. 77b(a)], except that an offer
or sale of a certificate of interest or participation shall be
deemed an offer or sale of the security or securities in which
such certificate evidences an interest or participation if and
only if such certificate gives the holder thereof the right to
convert the same into such security or securities.
(3) The term "prospectus" shall have the meaning assigned to
such term in paragraph (10) of section 2(a) of the Securities Act
of 1933 [15 U.S.C. 77b(a)], except that in the case of securities
which are not registered under the Securities Act of 1933 [15
U.S.C. 77a et seq.], such term shall not include any
communication (A) if it is proved that prior to or at the same
time with such communication a written statement if any required
by section 77fff of this title was sent or given to the persons
to whom the communication was made, or (B) if such communication
states from whom such statement may be obtained (if such
statement is required by rules or regulations under paragraphs
(1) or (2) of subsection (b) of section 77fff of this title) and,
in addition, does no more than identify the security, state the
price thereof, state by whom orders will be executed and contain
such other information as the Commission, by rules or regulations
deemed necessary or appropriate in the public interest or for the
protection of investors, and subject to such terms and conditions
as may be prescribed therein, may permit.
(4) The term "underwriter" means any person who has purchased
from an issuer with a view to, or offers or sells for an issuer
in connection with, the distribution of any security, or
participates or has a direct or indirect participation in any
such undertaking, or participates or has a participation in the
direct or indirect underwriting of any such undertaking; but such
term shall not include a person whose interest is limited to a
commission from an underwriter or dealer not in excess of the
usual and customary distributors' or sellers' commission.
(5) The term "director" means any director of a corporation, or
any individual performing similar functions with respect to any
organization whether incorporated or unincorporated.
(6) The term "executive officer" means the president, every
vice president, every trust officer, the cashier, the secretary,
and the treasurer of a corporation, and any individual
customarily performing similar functions with respect to any
organization whether incorporated or unincorporated, but shall
not include the chairman of the board of directors.
(7) The term "indenture" means any mortgage, deed of trust,
trust or other indenture, or similar instrument or agreement
(including any supplement or amendment to any of the foregoing),
under which securities are outstanding or are to be issued,
whether or not any property, real or personal, is, or is to be,
pledged, mortgaged, assigned, or conveyed thereunder.
(8) The term "application" or "application for qualification"
means the application provided for in section 77eee of this title
or section 77ggg of this title, and includes any amendment
thereto and any report, document, or memorandum accompanying such
application or incorporated therein by reference.
(9) The term "indenture to be qualified" means (A) the
indenture under which there has been or is to be issued a
security in respect of which a particular registration statement
has been filed, or (B) the indenture in respect of which a
particular application has been filed.
(10) The term "indenture trustee" means each trustee under the
indenture to be qualified, and each successor trustee.
(11) The term "indenture security" means any security issued or
issuable under the indenture to be qualified.
(12) The term "obligor", when used with respect to any such
indenture security, means every person (including a guarantor)
who is liable thereon, and, if such security is a certificate of
interest or participation, such term means also every person
(including a guarantor) who is liable upon the security or
securities in which such certificate evidences an interest or
participation; but such term shall not include the trustee under
an indenture under which certificates of interest or
participation, equipment trust certificates, or like securities
are outstanding.
(13) The term "paying agent", when used with respect to any
such indenture security, means any person authorized by an
obligor thereon (A) to pay the principal of or interest on such
security on behalf of such obligor, or (B) if such security is a
certificate of interest or participation, equipment trust
certificate, or like security, to make such payment on behalf of
the trustee.
(14) The term "State" means any State of the United States.
(15) The term "Commission" means the Securities and Exchange
Commission.
(16) The term "voting security" means any security presently
entitling the owner or holder thereof to vote in the direction or
management of the affairs of a person, or any security issued
under or pursuant to any trust, agreement, or arrangement whereby
a trustee or trustees or agent or agents for the owner or holder
of such security are presently entitled to vote in the direction
or management of the affairs of a person; and a specified
percentage of the voting securities of a person means such amount
of the outstanding voting securities of such person as entitles
the holder or holders thereof to cast such specified percentage
of the aggregate votes which the holders of all the outstanding
voting securities of such person are entitled to cast in the
direction or management of the affairs of such person.
(17) The terms "Securities Act of 1933 [15 U.S.C. 77a et
seq.]," "Securities Exchange Act of 1934 [15 U.S.C. 78a et
seq.]," and "Public Utility Holding Company Act of 1935" (!1)
shall be deemed to refer, respectively, to such Acts, as amended,
whether amended prior to or after the enactment of this
subchapter.
(18) The term "Bankruptcy Act" means the Bankruptcy Act or
title 11.