15 U.S.C. § 77eee : US Code - Section 77EEE: Securities required to be registered under Securities Act

Search 15 U.S.C. § 77eee : US Code - Section 77EEE: Securities required to be registered under Securities Act

(a) Information required
Subject to the provisions of section 77ddd of this title, a
registration statement relating to a security shall include the
following information and documents, as though such inclusion were
required by the provisions of section 7 of the Securities Act of
1933 [15 U.S.C. 77g] -
(1) such information and documents as the Commission may by
rules and regulations prescribe in order to enable the Commission
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 77jjj of this title; 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
authentication and delivery of the indenture securities and the
application 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 indenture 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 statement, which part shall be signed by such person.
Such part of the registration statement shall be deemed to be a
document filed pursuant to this subchapter, and the provisions of
sections 11, 12, 17, and 24 of the Securities Act of 1933 [15
U.S.C. 77k, 77l, 77q, 77x] shall not apply to statements therein or
omissions therefrom.
(b) Refusal of registration statement
(1) Except as may be permitted by paragraph (2) of this
subsection, 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 -
(A) the security to which such registration statement relates
has not been or is not to be issued under an indenture; or
(B) any person designated as trustee under such indenture is
not eligible to act as such under subsection (a) of section 77jjj
of this title;
but no such order shall be issued except after notice and
opportunity for hearing within the periods and in the manner
required with respect to refusal orders pursuant to section 8(b) of
the Securities Act of 1933 [15 U.S.C. 77h(b)]. If and when the
Commission deems that the objections on which such order was based
have been met, the Commission shall enter an order rescinding such
refusal order, and the registration shall become effective at the
time provided in section 8(a) of the Securities Act of 1933 [15
U.S.C. 77h(a)], or upon the date of such rescission, whichever
shall be the later.
(2) In the case of securities registered under the Securities Act
of 1933 [15 U.S.C. 77a et seq.], which securities are eligible to
be issued, offered, or sold on a delayed basis by or on behalf of
the registrant, the Commission shall not be required to issue an
order pursuant to paragraph (1) of subsection (b) of this section
for failure to designate a trustee eligible to act under subsection
(a) of section 77jjj of this title if, in accordance with such
rules and regulations as may be prescribed by the Commission, the
issuer of such securities files an application for the purpose of
determining such trustee's eligibility under subsection (a) of
section 77jjj of this title. The Commission shall issue an order
prior to the effective date of such application refusing to permit
the application to become effective, if it finds that any person
designated as trustee under such indenture is not eligible to act
as such under subsection (a) of section 77jjj of this title, but no
order shall be issued except after notice and opportunity for
hearing within the periods and in the manner required with respect
to refusal orders pursuant to section 8(b) of the Securities Act of
1933 [15 U.S.C. 77h(b)]. If after notice and opportunity for
hearing the Commission issues an order under this provision, the
obligor shall within 5 calendar days appoint a trustee meeting the
requirements of subsection (a) of section 77jjj of this title. No
such appointment shall be effective and such refusal order shall
not be rescinded by the Commission until a person eligible to act
as trustee under subsection (a) of section 77jjj of this title has
been appointed. If no order is issued, an application filed
pursuant to this paragraph shall be effective the tenth day after
filing thereof or such earlier date as the Commission may
determine, having due regard to the adequacy of information
provided therein, the public interest, and the protection of
investors.
(c) Information required in prospectus
A prospectus relating to any such security shall include to the
extent the Commission may prescribe by rules and regulations as
necessary and appropriate in the public interest or for the
protection of investors, as though such inclusion were required by
section 10 of the Securities Act of 1933 [15 U.S.C. 77j], a written
statement containing the analysis set forth in the registration
statement, of any indenture provisions with respect to the matters
specified in paragraph (2) of subsection (a) of this section,
together with a supplementary analysis, prepared by the Commission,
of such provisions and of the effect thereof, if, in the opinion of
the Commission, the inclusion of such supplementary analysis is
necessary or appropriate in the public interest or for the
protection of investors, and the Commission so declares by order
after notice and, if demanded by the issuer, opportunity for
hearing thereon. Such order shall be entered prior to the effective
date of registration, except that if opportunity for hearing
thereon is demanded by the issuer such order shall be entered
within a reasonable time after such opportunity for hearing.
(d) Applicability of other statutory provisions
The provisions of sections 11, 12, 17, and 24 of the Securities
Act of 1933 [15 U.S.C. 77k, 77l, 77q, 77x], and the provisions of
sections 77www and 77yyy of this title, shall not apply to
statements in or omissions from any analysis required under the
provisions of this section or section 77fff or 77ggg of this title.