CITE

    15 USC Sec. 77ccc                                           01/08/2008

EXPCITE

    TITLE 15 - COMMERCE AND TRADE
    CHAPTER 2A - SECURITIES AND TRUST INDENTURES
    SUBCHAPTER III - TRUST INDENTURES

HEAD

    Sec. 77ccc. Definitions

STATUTE

      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.

SOURCE

    (May 27, 1933, ch. 38, title III, Sec. 303, as added Aug. 3, 1939,
    ch. 411, 53 Stat. 1151; amended Aug. 10, 1954, ch. 667, title III,
    Sec. 301, 68 Stat. 686; Pub. L. 95-598, title III, Sec. 307, Nov.
    6, 1978, 92 Stat. 2674; Pub. L. 100-181, title V, Secs. 501, 502,
    Dec. 4, 1987, 101 Stat. 1260; Pub. L. 101-550, title IV, Sec. 402,
    Nov. 15, 1990, 104 Stat. 2722; Pub. L. 105-353, title III, Sec.
    301(e)(1), Nov. 3, 1998, 112 Stat. 3237.)

REFERENCES IN TEXT

      The Securities Act of 1933, referred to in pars. (3) and (17), is
    act May 27, 1933, ch. 38, title I, 48 Stat. 74, as amended, which
    is classified generally to subchapter I (Sec. 77a et seq.) of this
    chapter. For complete classification of this Act to the Code, see
    section 77a of this title and Tables.
      The Securities Exchange Act of 1934, referred to in par. (17), is
    act June 6, 1934, ch. 404, 48 Stat. 881, as amended, which is
    classified generally to chapter 2B (Sec. 78a et seq.) of this
    title. For complete classification of this Act to the Code, see
    section 78a of this title and Tables.
      The Public Utility Holding Company Act of 1935, referred to in
    par. (17), is title I of act Aug. 26, 1935, ch. 687, 49 Stat. 803,
    as amended, which was classified generally to chapter 2C (Sec. 79
    et seq.) of this title, prior to repeal by Pub. L. 109-58, title
    XII, Sec. 1263, Aug. 8, 2005, 119 Stat. 974. For complete
    classification of this Act to the Code, see Tables.
      The Bankruptcy Act, referred to in par. (18), is act July 1,
    1898, ch. 541, 30 Stat. 544, as amended, which was classified
    generally to former Title 11, Bankruptcy. The Act was repealed
    effective Oct. 1, 1979, by Pub. L. 95-598, Secs. 401(a), 402(a),
    Nov. 6, 1978, 92 Stat. 2682, section 101 of which enacted revised
    Title 11.

AMENDMENTS

      1998 - Pars. (2), (3). Pub. L. 105-353 substituted "section 2(a)"
    for "section 2".
      1990 - Par. (8). Pub. L. 101-550 inserted "section 77eee of this
    title or" after "provided for in".
      1987 - Par. (4). Pub. L. 100-181, Sec. 501, substituted
    "undertaking" for "undertakng".
      Par. (12). Pub. L. 100-181, Sec. 502, inserted "(including a
    guarantor)" after "person" in two places.
      1978 - Par. (18). Pub. L. 95-598 substituted "Bankruptcy Act or
    title 11" for "Act entitled 'An Act to establish a uniform system
    of bankruptcy throughout the United States', approved July 1, 1898,
    as amended, whether amended prior to or after August 3, 1939".
      1954 - Pars. (1) to (4). Act Aug. 10, 1954, made formal changes
    in order to conform to amendments made by act Aug. 10, 1954, to
    sections 77b, 77e, and 77j of this title.
                     EFFECTIVE DATE OF 1978 AMENDMENT
      Amendment effective Oct. 1, 1979, see section 402(a) of Pub. L.
    95-598 set out as an Effective Date note preceding section 101 of
    Title 11, Bankruptcy.
                     EFFECTIVE DATE OF 1954 AMENDMENT
      Amendment by act Aug. 10, 1954, effective 60 days after Aug. 10,
    1954, see note under section 77b of this title.

TRANSFER OF FUNCTIONS

      For transfer of functions of Securities and Exchange Commission,
    with certain exceptions, to Chairman of such Commission, see Reorg.
    Plan No. 10 of 1950, Secs. 1, 2, eff. May 24, 1950, 15 F.R. 3175,
    64 Stat. 1265, set out under section 78d of this title.

FOOTNOTE

    (!1) See References in Text note below.