§ 77ccc. — Definitions.
[Laws in effect as of January 24, 2002]
[Document not affected by Public Laws enacted between
January 24, 2002 and December 19, 2002]
[CITE: 15USC77ccc]
TITLE 15--COMMERCE AND TRADE
CHAPTER 2A--SECURITIES AND TRUST INDENTURES
SUBCHAPTER III--TRUST INDENTURES
Sec. 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 [15 U.S.C.
79 et seq.]'' 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.
(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 act Aug. 26, 1935, ch. 687, title I, 49 Stat. 838, as amended,
which is classified generally to chapter 2C (Sec. 79 et seq.) of this
title. For complete classification of this Act to the Code, see section
79 of this title and 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.
