Main Table of Contents
Prospectus. Unless otherwise specified or the context otherwise
requires, the term "prospectus" means a prospectus meeting the requirements
of Section 10(a) of the Securities Act of 1933
Registrant. The term "registrant" means an issuer of securities with respect to which a registration statement or report is to be filed.
Registration statement. The term "registration statement" or "statement", when used with reference to registration pursuant to Section 12 of the act, includes both an application for registration of securities on a national securities exchange pursuant to Section 12(b) of the act and a registration statement filed pursuant to Section 12(g) of the act.
Share. The term "share" means a share of stock in a corporation or unit of interest in an unincorporated person.
Shell Company: Shell company: The term shell company means a registrant, other than an asset-backed issuer as defined in Item 1101(b) of Regulation AB, that has:
Small Business Issuer. The term "small business issuer" means an entity that meets the following criteria:
Subsidiary. A "subsidiary" of a specified person is an affiliate
controlled by such person directly, or indirectly through one or more intermediaries.
(See also "majority-owned subsidiary," "significant subsidiary,"
and "totally-held subsidiary.")
Succession. The term "succession" means the direct acquisition of the assets comprising a going business, whether by merger, consolidation, purchase, or other direct transfer. The term does not include the acquisition of control of a business unless followed by the direct acquisition of its assets. The terms "succeed" and "successor" have meanings correlative to the foregoing.
Totally held subsidiary. The term "totally held subsidiary" means a subsidiary 1 substantially all of whose outstanding securities are owned by its parent and/or the parent's other totally held subsidiaries, and 2 which is not indebted to any person other than its parent and/or the parent's other totally held subsidiaries in an amount which is material in relation to the particular subsidiary, excepting indebtedness incurred in the ordinary course of business which is not overdue and which matures within one year from the date of its creation, whether evidenced by securities or not.
Voting securities. The term "voting securities" means securities the holders of which are presently entitled to vote for the election of directors.
Wholly-owned subsidiary. The term "wholly-owned subsidiary" means a subsidiary substantially all of whose outstanding voting securities are owned by its parent and/or the parent's other wholly-owned subsidiaries.
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