(xi) Shares of common stock which are to be offered and sold on a delayed or
continuous basis by or on behalf of a registered closed-end management
investment company or business development company that makes periodic
repurchase offers pursuant to § 270.23c-3 of this
(2) Securities in paragraph (a)(1)(viii) of this section and securities in
paragraph (a)(1)(ix) of this section that are not registered on Form S-3 or
Form F-3 (§ 239.13 or § 239.33 of this chapter) may only
be registered in an amount which, at the time the registration statement
becomes effective, is reasonably expected to be offered and sold within two
years from the initial effective date of the registration.
(4) In the case of a registration statement pertaining to an at the market
offering of equity securities by or on behalf
of the registrant, the offering must come within paragraph (a)(1)(x) of this
section. As used in this paragraph, the term “at the market offering” means
an offering of equity securities into an
existing trading market for outstanding shares of the same class at other
than a fixed price.
(5) Securities registered on an automatic shelf registration statement and securities
described in paragraphs (a)(1)(vii), (ix), and (x) of this section may be
offered and sold only if not more than three years have elapsed since the
initial effective date of the registration statement under which they are
being offered and sold, provided, however, that if a new
registration statement has been filed pursuant to paragraph (a)(6) of this
(ii) If the new registration statement is not an automatic shelf registration
(A) Securities covered by the prior registration statement may continue to be
offered and sold until the earlier of the effective date of the new
registration statement or 180 days after the third anniversary of the
initial effective date of the prior registration statement; and
(B) A continuous offering of securities covered by the prior registration
statement that commenced within three years of the initial effective date
may continue until the effective date of the new registration statement if
such offering is permitted under the new registration
(6) Prior to the end of the three-year period described in paragraph (a)(5)
of this section, an issuer may file a new registration statement covering
securities described in such paragraph (a)(5) of this section, which may, if
permitted, be an automatic shelf registration statement. The new
registration statement and prospectus included therein must include all the
information that would be required at that time in a prospectus relating to all offering(s) that it covers.
Prior to the effective date of the new registration statement (including at
the time of filing in the case of an automatic shelf registration
statement), the issuer may include on such new registration statement any
unsold securities covered by the earlier registration statement by identifying on the bottom of the facing page of the new
registration statement or latest amendment thereto the amount of such unsold securities being included and any
filing fee paid in connection with such unsold securities, which will
continue to be applied to such unsold securities. The offering of securities on the earlier registration
statement will be deemed terminated as of the date of effectiveness of the
new registration statement.
(b) This section shall not apply to any registration statement pertaining to
securities issued by a face-amount certificate company or redeemable
securities issued by an open-end management company or unit investment trust
under the Investment
Company Act of 1940 or any registration statement filed by any
foreign government or political subdivision
[48 FR 52896, Nov. 23, 1983, as amended at 59 FR 43470, Aug. 24, 1994; 70 FR
44812, Aug. 3, 2005; 73 FR 968, Jan. 4,
Title 17 published on 2015-04-01.
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This is a list of United States Code sections, Statutes at Large, Public Laws, and Presidential Documents, which provide rulemaking authority for this CFR Part.