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RULE §113.11Shelf Registration of Securities

(a) Applicability.

  (1) This section shall apply to the registration by coordination in Texas of securities registered with the Securities and Exchange Commission (SEC) for offer and sale on a delayed or continuous basis under SEC Rule 415 (17 Code of Federal Regulations §230.415).

  (2) Each series or takedown requires separate registration in Texas, except in the following cases:

    (A) where there is disclosure in the prospectus that neither the security to be offered nor the selling method to be used may be varied from one series or takedown to the next; or

    (B) as provided in subsection (b) of this section.

  (3) Where appropriate, the statements of policy in §113.14(b) of this title (relating to Statements of Policy) and other provisions of this chapter will be applied.

(b) Certain debt offerings by substantial issuers.

  (1) This subsection (b) applies to the registration of debt securities of issuers eligible to use SEC Form S-3 (17 Code of Federal Regulations §239.13), to register debt securities with the SEC under SEC Rule 415.

  (2) Separate registration of each series or takedown of debt securities of such an issuer is not required if the applicant (and the issuer if the applicant is other than the issuer) undertakes that all of the following conditions will be met:

    (A) only the type of debt security that is specifically denominated and described in the prospectus supplement or prospectus amendment filed with the application to register securities in Texas will be sold in each takedown or series for which the registration is sought;

    (B) all of the debt securities will be subject to and issued under the same indenture;

    (C) the maturity of the securities will not be less than a specified length of time nor more than a specified length of time from the date of issue, and the interest rate will be within a specified range unless the Texas permit is first amended to permit interest rates differing from such maximum and minimum.

  (3) The permit issued upon registration of debt securities pursuant to paragraph (2)(A) - (C) of this subsection shall incorporate the relevant terms of the required undertaking.

Source Note: The provisions of this §113.11 adopted to be effective August 8, 1984, 9 TexReg 4075; amended to be effective December 2, 1997, 22 TexReg 11666; amended to be effective December 6, 1998, 23 TexReg 12293; amended to be effective November 7, 1999, 24 TexReg 9608; amended to be effective April 3, 2012, 37 TexReg 2166; amended to be effective November 12, 2019, 44 TexReg 6858

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