J. MILLARD TAWES, Governor 11

(7) three copies of the prospectus required by subsection (c) of
this section.

(c) As a condition of registration under this section, a prospectus
containing any designated part of the information specified in subsec-
tion (b) shall be sent or given to each person to whom an offer is
made before or concurrently with (1) the first written offer to him
(otherwise than by means of a public advertisement) by or for the
account of the issuer or any other person on whose behalf the offering
is being made, or by any underwriter or broker-dealer who is offering
part of an unsold allotment or subscription taken by him as a par-
ticipant in the distribution, (2) the confirmation of any sale made by
or for the account of such person, (3) payment pursuant to any such
sale, or (4) delivery of the security pursuant to any such sale, which-
ever first occurs; provided, however, that clause (1) may be satis-
fied by the use of a preliminary prospectus, so designated and bear-
ing such legend as the Commissioner may prescribe, if a final
prospectus is sent or given to each recipient of the preliminary
prospectus before or concurrently with whichever event in clauses
(2), (3) and (4) first occurs.

(d) If no stop order is in effect and no proceeding is pending under
section 24, a registration statement under this section automatically
becomes effective at three o'clock Eastern Standard Time in the after-
noon of the tenth full business day after the filing of the registra-
tion statement or the last amendment, or at such earlier time as the
Commissioner determines.

§ 21. Registration by Coordination.

(a) Any security for which a registration statement has been filed
under the Securities Act of 1933 in connection with the same offering
may be registered by coordination.

(b) A registration statement under this section shall contain the
following information and be accompanied by the following docu-
ments in addition to the information specified in section 23 (c) and
the consent to service of process required by section 38 (g):

(1) three copies of the latest form of prospectus filed under the
Securities Act of 1933;

(2) if the Commissioner by rule or otherwise requires, a copy
of the articles of incorporation and by-laws (or their substantial
equivalents) currently in effect, a copy of any agreements with or
among underwriters, a copy of any indenture or other instrument
governing the issuance of the security to be registered, and a speci-
men or copy of the security;

(3) if the Commissioner requests, any other information, or
copies of any other documents, filed under the Securities Act of
1933; and

(4) an undertaking to forward all future amendments to the
federal prospectus, other than an amendment which merely delays
the effective date of the registration statement, promptly and in any
event not later than the first business day after the day they are
forwarded to or filed with the Securities and Exchange Commission,
whichever first occurs.