(a) General requirement of
registration. It shall be unlawful for any member, broker, or
dealer, to effect any transaction in any security (other than an exempted
security) on a national securities exchange unless a registration
is effective as to such security for such exchange in accordance with
the provisions of this title and the rules and regulations thereunder.
The provisions of this subsection shall not apply in respect of a
security futures product traded on a national securities exchange.
5-069
(b) Procedure for registration; information. A security may be registered on a national securities exchange by
the issuer filing an application with the exchange (and filing with
the Commission such duplicate originals thereof as the Commission
may require), which application shall contain—
(1) Such information, in such detail, as
to the issuer and any person directly or indirectly controlling or
controlled by, or under direct or indirect common control with, the
issuer, and any guarantor of the security as to principal or interest
or both, as the Commission may by rules and regulations require, as
necessary or appropriate in the public interest or for the protection
of investors, in respect of the following:
(A) the organization, financial structure
and nature of the business;
(B)
the terms, position, rights and privileges of the different classes
of securities outstanding;
(C)
the terms on which their securities are to be, and during the preceding
three years have been, offered to the public or otherwise;
(D) the directors, officers, and underwriters,
and each security holder of record holding more than 10 per centum
of any class of any equity security of the issuer (other than an exempted
security), their remuneration and their interests in the securities
of, and their material contracts with, the issuer and any person directly
or indirectly controlling or controlled by, or under direct or indirect
common control with, the issuer;
(E) remuneration to others than directors and officers exceeding
$20,000 per annum;
(F) bonus
and profit-sharing arrangements;
(G) management and service contracts;
(H) options existing or to be created
in respect of their securities;
(I) material contracts, not made in the ordinary course of business,
which are to be executed in whole or in part at or after the filing
of the application or which were made not more than 2 years before
such filing, and every material patent or contract for a material
patent right shall be deemed a material contract;
(J) balance sheets for not more than
the three preceding fiscal years, certified if required by the rules
and regulations of the Commission by a registered public accounting
firm;
(K) profit and loss statements
for not more than the three preceding fiscal years, certified if required
by the rules and regulations of the Commission by a registered public
accounting firm; and
(L) any
further financial statements which the Commission may deem necessary
or appropriate for the protection of investors.
5-070
(2) Such copies of articles of incorporation,
bylaws, trust indentures, or corresponding documents by whatever name
known, underwriting arrangements, and other similar documents of,
and voting trust agreements with respect to, the issuer and any person
directly or indirectly controlling or controlled by, or under direct
or indirect common control with, the issuer as the Commission may
require as necessary or appropriate for the proper protection of investors
and to insure fair dealing in the security.
(3) Such copies of material contracts,
referred to in paragraph (1)(I) above, as the Commission may require
as necessary or appropriate for the proper protection of investors
and to insure fair dealing in the security.
5-071
(c) Additional or alternative information. If
in the judgment of the Commission any information required under subsection
(b) is inapplicable to any specified class or classes of issuers,
the Commission shall require in lieu thereof the submission of such
other information of comparable character as it may deem applicable to
such class of issuers.
5-072
(d) Effective date of
registration; withdrawal of registration. If the exchange authorities
certify to the Commission that the security has been approved by the
exchange for listing and registration, the registration shall become
effective thirty days after the receipt of such certification by the
Commission or within such shorter period of time as the Commission
may determine. A security registered with a national securities exchange
may be withdrawn or stricken from listing and registration in accordance
with the rules of the exchange and, upon such terms as the Commission
may deem necessary to impose for the protection of investors, upon
application by the issuer or the exchange to the Commission; whereupon
the issuer shall be relieved from further compliance with the provisions
of this section and section 13 of this title and any rules or regulations
under such sections as to the securities so withdrawn or stricken.
An unissued security may be registered only in accordance with such
rules and regulations as the Commission may prescribe as necessary
or appropriate in the public interest or for the protection of investors.
5-073
(e) Exemptions from provisions of section for period
ending not later than July 1, 1935. Notwithstanding the foregoing
provisions of this section, the Commission may by such rules and regulations
as it deems necessary or appropriate in the public interest or for
the protection of investors permit securities listed on any exchange
at the time the registration of such exchange as a national securities
exchange becomes effective, to be registered for a period ending not
later than July 1, 1935, without complying with the provisions of
this section.
5-074
(f) Unlisted trading privileges for
security originally listed on another national exchange.
(1) (A)
Nothwithstanding the preceding subsections of this section, any national
securities exchange, in accordance with the requirements of this subsection
and the rules hereunder, may extend unlisted trading privileges to—
(i) any security that is
listed and registered on a national securities exchange, subject to
subparagraph (B); and
(ii) any security
that is otherwise registered pursuant to this section, or that would
be required to be so registered except for the exemption from registration
provided in subparagraph (B) or (G) of subsection (g)(2), subject
to subparagraph (E) of this paragraph.
(B) A national securities exchange may
not extend unlisted trading privileges to a security described in
subparagraph (A)(i) during such interval, if any, after the commencement
of an initial public offering of such security, as is or may be required
pursuant to subparagraph (C).
(C) Not later than 180 days after the date of enactment of the Unlisted
Trading Privileges Act of 1994, the Commission shall prescribe, by
rule or regulation, the duration of the interval referred to in subparagraph
(B), if any, as the Commission determines to be necessary or appropriate
for the maintenance of fair and orderly markets, the protection of
investors and the public interest, or otherwise in furtherance of
the purposes of this title. Until the earlier of the effective date
of such rule or regulation or 240 days after such date of enactment,
such interval shall begin at the opening of trading on the day on
which such security commences trading on the national securities exchange
with which such security is registered and end at the conclusion of
the next day of trading.
5-074.1
(D) The Commission may prescribe, by rule or regulation such additional
procedures or requirements for extending unlisted trading privileges
to any security as the Commission deems necessary or appropriate for
the maintenance of fair and orderly markets, the protection of investors
and the public interest, or otherwise in furtherance of the purposes
of this title.
(E) No extension
of unlisted trading privileges to securities described in subparagraph
(A)(ii) may occur except pursuant to a rule, regulation, or order
of the Commission approving such extension or extensions. In promulgating
such rule or regulation or in issuing such order, the Commission—
(i) shall find that such
extension or extensions of unlisted trading privileges is consistent
with the maintenance of fair and orderly markets, the protection of
investors and the public interest, and otherwise in furtherance of
the purposes of this title;
(ii) shall
take account of the public trading activity in such securities, the
character of such trading, the impact of such extension on the existing
markets for such securities, and the desirability of removing impediments
to and the progress that has been made toward the development of a
national market system; and
(iii) shall
not permit a national securities exchange to extend unlisted trading
privileges to such securities if any rule of such national securities
exchange would unreasonably impair the ability of a dealer to solicit
or effect transactions in such securities for its own account, or
would unreasonably restrict competition among dealers in such securities
or between such dealers acting in the capacity of market makers who
are specialists and such dealers who are not specialists.
5-074.2
(F) An exchange may continue to extend
unlisted trading privileges in accordance with this paragraph only
if the exchange and the subject security continue to satisfy the requirements
for eligibility under this paragraph, including any rules and regulations
issued by the Commission pursuant to this paragraph, except that unlisted
trading privileges may continue with regard to securities which had
been admitted on such exchange prior to July 1, 1964, notwithstanding
the failure to satisfy such requirements. If unlisted trading privileges
in a security are discontinued pursuant to this subparagraph, the
exchange shall cease trading in that security, unless the exchange
and the subject security thereafter satisfy the requirements of this
paragraph and the rules issued hereunder.
(G) For purposes of this paragraph—
(i) a security is the subject
of an initial public offering if—
(I) the offering
of the subject security is registered under the Securities Act of
1933; and
(II) the issuer of the security,
immediately prior to filing the registration statement with respect
to the offering, was not subject to the reporting requirements of
section 13 or 15(d) of this title; and
(ii) an initial public offering of such security
commences at the opening of trading on the day on which such security
commences trading on the national securities exchange with which such
security is registered.
5-074.3
(2) (A) At any time within
60 days of commencement of trading on an exchange of a security pursuant
to unlisted trading privileges, the Commission may summarily suspend
such unlisted trading privileges on the exchange. Such suspension
shall not be reviewable under section 25 of this title and shall not
be deemed to be a final agency action for purposes of section 704
of title 5, United States Code. Upon such suspension—
(i) the exchange shall cease trading in
the security by the close of business on the date of such suspension,
or at such time as the Commission may prescribe by rule or order for
the maintenance of fair and orderly markets, the protection of investors
and the public interest, or otherwise in furtherance of the purposes of
this title; and
(ii) if the exchange
seeks to extend unlisted trading privileges to the security, the exchange
shall file an application to reinstate its ability to do so with the
Commission pursuant to such procedures as the Commission may prescribe
by rule or order for the maintenance of fair and orderly markets,
the protection of investors and the public interest, or otherwise
in furtherance of the purposes of this title.
(B) A suspension under subparagraph
(A) shall remain in effect until the Commission, by order, grants
approval of an application to reinstate, as described in subparagraph
(A)(ii).
(C) A suspension under
subparagraph (A) shall not affect the validity or force of an extension
of unlisted trading privileges in effect prior to such suspension.
5-075
(D) The Commission shall not approve
an application by a national securities exchange to reinstate its
ability to extend unlisted trading privileges to a security unless
the Commission finds, after notice and opportunity for hearing, that
the extension of unlisted trading privileges pursuant to such application
is consistent with the maintenance of fair and orderly markets, the
protection of investors and the public interest, and otherwise in
furtherance of the purposes of this title. If the application is made
to reinstate unlisted trading privileges to a security described in
paragraph (1)(A)(ii), the Commission—
(i) shall take account of the public trading
activity in such security, the character of such trading, the impact
of such extension on the existing markets for such a security, and
the desirability of removing impediments to and the progress that
has been made toward the development of a national market system;
and
(ii) shall not grant any such application
if any rule of the national securities exchange making application
under this subsection would unreasonably impair the ability of a dealer
to solicit or effect transactions in such security for its own account,
or would unreasonably restrict competition among dealers in such security
or between such dealers acting in the capacity of market makers who
are specialists and such dealers who are not specialists.
5-076
(3) Notwithstanding paragraph (2),
the Commission shall by rules and regulations suspend unlisted trading
privileges in whole or in part for any or all classes of securities
for a period not exceeding twelve months, if it deems such suspension
necessary or appropriate in the public interest or for the protection
of investors or to prevent evasion of the purposes of this title.
(4) On the application of the issuer
of any security for which unlisted trading privileges on any exchange
have been continued or extended pursuant to this subsection, or of
any broker or dealer who makes or creates a market for such security,
or of any other person having a bona fide interest in the question
of termination or suspension of such unlisted trading privileges,
or on its own motion, the Commission shall by order terminate, or
suspend for a period not exceeding twelve months, such unlisted trading
privileges for such security if the Commission finds, after appropriate
notice and opportunity for hearing, that such termination or suspension
is necessary or appropriate in the public interest or for the protection
of investors.
5-077
(5) In any proceeding under this subsection
in which appropriate notice and opportunity for hearing are required,
notice of not less than ten days to the applicant in such proceeding,
to the issuer of the security involved, to the exchange which is seeking
to continue or extend or has continued or extended unlisted trading
privileges for such security, and to the exchange, if any, on which
such security is listed and registered, shall be deemed adequate notice,
and any broker or dealer who makes or creates a market for such security,
and any other person having a bona fide interest in such proceeding,
shall upon application be entitled to be heard.
(6) Any security for which unlisted trading
privileges are continued or extended pursuant to this subsection shall
be deemed to be registered on a national securities exchange within
the meaning of this title. The powers and duties of the Commission
under this title shall be applicable to the rules of an exchange in
respect of any such security. The Commission may, by such rules and
regulations as it deems necessary or appropriate in the public interest
or for the protection of investors, either unconditionally or upon
specified terms and conditions, or for stated periods, exempt such
securities from the operation of any provision of section 13, 14,
or 16 of this title.
5-078
(g) Registration of securities by issuer; exemptions.
(1) Every issuer which is engaged in
interstate commerce, or in a business affecting interstate commerce,
or whose securities are traded by use of the mails or any means or instrumentality
of interstate commerce shall—
(A) within 120 days after the last day
of its first fiscal year ended on which the issuer has total assets
exceeding $10,000,000 and a class of equity security (other than an
exempted security) held of record by either—
(i) 2,000 persons, or
(ii) 500 persons who are not accredited investors
(as such term is defined by the Commission), and
(B) in the case of an issuer that
is a bank, a savings and loan holding company (as defined in section
10 of the Home Owners’ Loan Act), or a bank holding company, as such
term is defined in section 2 of the Bank Holding Company Act of 1956
(12 U.S.C. 1841), not later than 120 days after the last day of its
first fiscal year ended after the effective date of this subsection,
on which the issuer has total assets exceeding $10,000,000 and a class
of equity security (other than an exempted security) held of record
by 2,000 or more persons,
register such security by filing with the Commission a registration
statement (and such copies thereof as the Commission may require)
with respect to such security containing such information and documents
as the Commission may specify comparable to that which is required
in an application to register a security pursuant to subsection (b)
of this section. Each such registration statement shall become effective
sixty days after filing with the Commission or within such shorter
period as the Commission may direct. Until such registration statement
becomes effective it shall not be deemed filed for the purposes of
section 18 of this title. Any issuer may register any class of equity
security not required to be registered by filing a registration statement
pursuant to the provisions of this paragraph. The Commission is authorized
to extend the date upon which any issuer or class of issuers is required
to register a security pursuant to the provisions of this paragraph.
5-079
(2) The provisions of this subsection shall
not apply in respect of—
(A) any security listed and registered
on a national securities exchange.
(B) any security issued by an investment company registered pursuant
to section 8 of the Investment Company Act of 1940.
(C) any security, other than permanent
stock, guaranty stock, permanent reserve stock, or any similar certificate
evidencing nonwithdrawable capital, issued by a savings and loan association,
building and loan association, cooperative bank, homestead association,
or similar institution, which is supervised and examined by State
or Federal authority having supervision over any such institution.
(D) any security of an issuer organized
and operated exclusively for religious, educational, benevolent, fraternal,
charitable, or reformatory purposes and not for pecuniary profit, and no
part of the net earnings of which inures to the benefit of any private
shareholder or individual; or any security of a fund that is excluded
from the definition of an investment company under section 3(c)(10)(B)
of the Investment Company Act of 1940.
(E) any security of an issuer which
is a “cooperative association” as defined in the Agricultural Marketing
Act, approved June 15, 1929, as amended, or a federation of such cooperative
associations, if such federation possesses no greater powers or purposes
than cooperative associations so defined.
(F) any security issued by a mutual
or cooperative organization which supplies a commodity or service
primarily for the benefit of its members and operates not for pecuniary
profit, but only if the security is part of a class issuable only
to persons who purchase commodities or services from the issuer, the
security is transferable only to a successor in interest or occupancy
of premises serviced or to be served by the issuer, and no dividends
are payable to the holder of the security.
(G) any security issued by an insurance
company if all of the following conditions are met:
(i) Such insurance company is required
to and does file an annual statement with the Commissioner of Insurance
(or other officer or agency performing a similar function) of its
domiciliary State, and such annual statement conforms to that prescribed
by the National Association of Insurance Commissioners or in the determination
of such State commissioner, officer or agency substantially conforms
to that so prescribed.
(ii) Such insurance
company is subject to regulation by its domiciliary State of proxies,
consents, or authorizations in respect of securities issued by such
company and such regulation conforms to that prescribed by the National
Association of Insurance Commissioners.
(iii) After July 1, 1966, the purchase and sales of securities issued
by such insurance company by beneficial owners, directors, or officers
of such company are subject to regulation (including reporting) by
its domiciliary State substantially in the manner provided in section
16 of this title.
(H) any interest or participation in any collective trust funds maintained
by a bank or in a separate account maintained by an insurance company
which interest or participation is issued in connection with (i) a
stock-bonus, pension, or profitsharing plan which meets the requirements
for qualification under section 401 of the Internal Revenue Code of
1954, (ii) an annuity plan which meets the requirements for deduction
of the employer’s contribution under section 404(a)(2) of such Code,
or (iii) a church plan, company, or account that is excluded from
the definition of an investment company under section 3(c)(14) of
the Investment Company Act of 1940.
5-080
(3) The Commission may by rules or regulations
or, on its own motion, after notice and opportunity for hearing, by
order, exempt from this subsection any security of a foreign issuer,
including any certificate of deposit for such a security, if the Commission
finds that such exemption is in the public interest and is consistent
with the protection of investors.
(4) Registration of any class of security pursuant to this subsection
shall be terminated ninety days, or such shorter period as the Commission
may determine, after the issuer files a certification with the Commission
that the number of holders of record of such class of security is
reduced to less than 300 persons, or, in the case of a bank, a savings
and loan holding company (as defined in section 10 of the Home Owners’
Loan Act), or a bank holding company, as such term is defined in section
2 of the Bank Holding Company Act of 1956 (12 U.S.C. 1841), 1,200
persons. The Commission shall after notice and opportunity for hearing
deny termination of registration if it finds that the certification
is untrue. Termination of registration shall be deferred pending
final determination on the question of denial.
5-081
(5) For the purposes of this subsection
the term “class” shall include all securities of an issuer which are
of substantially similar character and the holders of which enjoy
substantially similar rights and privileges. The Commission may for
the purpose of this subsection define by rules and regulations the
terms “total assets” and “held of record” as it deems necessary or
appropriate in the public interest or for the protection of investors
in order to prevent circumvention of the provisions of this subsection.
For the purposes of this subsection, a security futures product shall
not be considered a class of equity security of the issuer of the
securities underlying the security futures product.
(6) Exclusion
for persons holding certain securities. The Commission shall,
by rule, exempt, conditionally or unconditionally, securities acquired
pursuant to an offering made under section 4(6) of the Securities
Act of 1933 from the provisions of this subsection.
5-082
(h) Exemption by rules and regulations from certain
provisions of section. The Commission may by rules and regulations,
or upon application of an interested person, by order, after notice
and opportunity for hearing, exempt in whole or in part any issuer
or class of issuers from the provisions of subsection (g) of this
section or from sections 13, 14, or 15(d) or may exempt from section
16 any officer, director, or beneficial owner of securities of any
issuer, any security of which is required to be registered pursuant
to subsection (g) hereof, upon such terms and conditions and for such
period as it deems necessary or appropriate, if the Commission finds,
by reason of the number of public investors, amount of trading interest
in the securities, the nature and extent of the activities of the
issuer, income or assets of the issuer, or otherwise, that such action
is not inconsistent with the public interest or the protection of
investors. The Commission may, for the purposes of any of the above-mentioned
sections or subsections of this title, classify issuers and prescribe
requirements appropriate for each such class.
5-083
(i) Securities issued by banks and savings associations. In respect
of any securities issued by banks and savings associations the deposits
of which are insured in accordance with the Federal Deposit Insurance
Act, the powers, functions, and duties vested in the Commission to
administer and enforce sections 10A(m), 12, 13, 14(a), 14(c), 14(d),
14(f), and 16 of this Act, and sections 302, 303, 304, 306, 401(b),
404, 406, and 407 of the Sarbanes-Oxley Act of 2002,
(1) with respect to national banks
and Federal savings associations, the accounts of which are insured
by the Federal Deposit Insurance Corporation, are vested in the Comptroller
of the Currency,
(2) with respect
to all other member banks of the Federal Reserve System are vested
in the Board of Governors of the Federal Reserve System, and
(3) with respect to all other insured banks
and State savings associations, the accounts of which are insured
by the Federal Deposit Insurance Corporation, are vested in the Federal
Deposit Insurance Corporation.
The Comptroller of
the Currency, the Board of Governors of the Federal Reserve System,
and the Federal Deposit Insurance Corporation shall have the power
to make such rules and regulations as may be necessary for the execution
of the functions vested in them as provided in this subsection. In
carrying out their responsibilities under this subsection, the agencies
named in the first sentence of this subsection shall issue substantially
similar regulations to regulations and rules issued by the Commission
under sections 10A(m), 12, 13, 14(a), 14(c), 14(d), 14(f) and 16 of
this Act, and sections 302, 303, 304, 306, 401(b), 404, 406, and 407
of the Sarbanes-Oxley Act of 2002, unless they find that implementation
of substantially similar regulations with respect to insured banks and
insured institutions are not necessary or appropriate in the public
interest or for protection of investors, and publish such findings,
and the detailed reasons therefor, in the Federal Register. Such regulations
of the above-named agencies, or the reasons for failure to publish
such substantially similar regulations to those of the Commission,
shall be published in the Federal Register within 120 days of the
date of enactment of this subsection, and, thereafter, within 60 days
of any changes made by the Commission in its relevant regulations
and rules.
5-084
(j) Denial, suspension, or revocation
of registration; notice and hearing. The Commission is authorized,
by order, as it deems necessary or appropriate for the protection
of investors to deny, to suspend the effective date of, to suspend
for a period not exceeding twelve months, or to revoke the registration
of a security, if the Commission finds, on the record after notice
and opportunity for hearing, that the issuer of such security has
failed to comply with any provision of this title or the rules and
regulations thereunder. No member of a national securities exchange,
broker, or dealer shall make use of the mails or any means or instrumentality
of interstate commerce to effect any transaction in, or to induce
the purchase or sale of, any security the registration of which has
been and is suspended or revoked pursuant to the preceding sentence.
5-085
(k) Trading suspensions; emergency authority.
(1) If in its opinion
the public interest and the protection of investors so require, the
Commission is authorized by order—
(A) summarily to suspend trading in
any security (other than an exempted security) for a period not exceeding
10 business days, and
(B) summarily
to suspend all trading on any national securities exchange or otherwise,
in securities other than exempted securities, for a period not exceeding
90 calendar days.
The
action described in subparagraph (B) shall not take effect unless
the Commission notifies the President of its decision and the President
notifies the Commission that the President does not disapprove of
such decision. If the actions described in subparagraph (A) or (B)
involve a security futures product, the Commission shall consult with
and consider the views of the Commodity Futures Trading Commission.
5-085.1
(2) (A) The Commission,
in an emergency, may by order summarily take such action to alter,
supplement, suspend, or impose requirements or restrictions with respect
to any matter or action subject to regulation by the Commission or
a self-regulatory organization under the securities laws, as the Commission
determines is necessary in the public interest and for the protection
of investors—
(i) to
maintain or restore fair and orderly securities markets (other than
markets in exempted securities);
(ii)
to ensure prompt, accurate, and safe clearance and settlement of transactions
in securities (other than exempted securities); or
(iii) to reduce, eliminate, or prevent the
substantial disruption by the emergency of—
(I) securities
markets (other than markets in exempted securities), investment companies,
or any other significant portion or segment of such markets; or
(II) the transmission or processing
of securities transactions (other than transactions in exempted securities).
(B)
An order of the Commission under this paragraph shall continue in
effect for the period specified by the Commission, and may be extended.
Except as provided in subparagraph (C), an order of the Commission
under this paragraph may not continue in effect for more than 10 business
days, including extensions.
(C)
An order of the Commission under this paragraph may be extended to
continue in effect for more than 10 business days if, at the time of
the extension, the Commission finds that the emergency still exists
and determines that the continuation of the order beyond 10 business
days is necessary in the public interest and for the protection of
investors to attain an objective described in clause (i), (ii), or
(iii) of subparagraph (A). In no event shall an order of the Commission
under this paragraph continue in effect for more than 30 calendar
days.
(D) If the actions described
in subparagraph (A) involve a security futures product, the Commission
shall consult with and consider the views of the Commodity Futures
Trading Commission.
(E) In exercising
its authority under this paragraph, the Commission shall not be required
to comply with the provisions of—
(i) section 19(c); or
(ii) section 553 of title 5, United States
Code.
5-085.2
(3) The President may direct that action taken by the Commission
under paragraph (1)(B) or paragraph (2) of this subsection shall not
continue in effect.
(4) No member
of a national securities exchange, broker, or dealer shall make use
of the mails or any means or instrumentality of interstate commerce
to effect any transaction in, or to induce the purchase or sale of,
any security in contravention of an order of the Commission under
this subsection unless such order has been stayed, modified, or set
aside as provided in paragraph (5) of this subsection or has ceased
to be effective upon direction of the President as provided in paragraph
(3).
5-085.3
(5) An order of the Commission pursuant
to this subsection shall be subject to review only as provided in
section 25(a) of this title. Review shall be based on an examination
of all the information before the Commission at the time such order
was issued. The reviewing court shall not enter a stay, writ of mandamus,
or similar relief unless the court finds, after notice and hearing
before a panel of the court, that the Commission’s action is arbitrary,
capricious, an abuse of discretion, or otherwise not in accordance
with law.
(6) Prior to taking any
action described in paragraph (1)(B), the Commission shall consult
with and consider the views of the Secretary of the Treasury, the
Board of Governors of the Federal Reserve System, and the Commodity
Futures Trading Commission, unless such consultation is impracticable
in light of the emergency.
(7) For
purposes of this subsection, the term “emergency” means—
(A) a major market disturbance characterized
by or constituting—
(i)
sudden and excessive fluctuations of securities prices generally,
or a substantial threat thereof, that threaten fair and orderly markets;
or
(ii) a substantial disruption of
the safe or efficient operation of the national system for clearance
and settlement of transactions in securities, or a substantial threat
thereof; or
(B)
a major disturbance that substantially disrupts, or threatens to substantially
disrupt—
(i) the functioning
of securities markets, investment companies, or any other significant
portion or segment of the securities markets; or
(ii) the transmission or processing of securities
transactions.
5-086
(l) Issuance of any security in contravention of
rules and regulations; application to annuity contracts and variable
life policies. It shall be unlawful for an issuer, any class
of whose securities is registered pursuant to this section or would
be required to be so registered except for the exemption from registration
provided by subsection (g)(2)(B) or (g)(2)(G) of this section, by
the use of any means or instrumentality of interstate commerce, or
of the mails, to issue, either originally or upon transfer, any of
such securities in a form or with a format which contravenes such
rules and regulations as the Commission may prescribe as necessary
or appropriate for the prompt and accurate clearance and settlement
of transactions in securities. The provisions of this subsection shall
not apply to variable annuity contracts or variable life policies
issued by an insurance company or its separate accounts.
[15 USC 78l. As amended by acts of May 27, 1936 (49 Stat.
1375); Aug. 20, 1964 (78 Stat. 565); July 29, 1968 (82 Stat. 454);
Dec. 14, 1970 (84 Stat. 1435); Oct. 28, 1974 (88 Stat. 1503); June
4, 1975 (89 Stat. 118); Dec. 4, 1987 (101 Stat. 1256); Aug. 9, 1989
(103 Stat. 441); Oct. 16, 1990 (104 Stat. 963); Oct. 22, 1994 (108
Stat. 4081); Dec. 8, 1995 (109 Stat. 685); Dec. 21, 2000 (114 Stat.
2763A-431, 435); July 30, 2002 (116 Stat. 749, 774); Oct. 25, 2004
(118 Stat. 1666); Oct. 30, 2004 (118 Stat. 2232); Dec. 17, 2004 (115
Stat. 3861, 3862); July 21, 2010 (124 Stat. 1569, 1935); April 5,
2012 (126 Stat. 321, 325, 326); and Dec. 4, 2015 (129 Stat. 1797).]
