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approval of the court for less than 75 [seventy-five] per centum of its ap praised value. Whenever any sale of real or personal property of any bankrupt is made by or through any auctioneer employed by the court, receiver, ur trustee, such auctioneer, if an individual or a partnership, shall be a bena fide resident and citizen of the judicial district in which the bankruptcy pro ceeding was instituted, or, if a corporation, shall be lawfully domesticated and authorized to transact such business in the State in which said judicial distret is located.

g. [e] The title to property of a bankrupt estate which has been sold, as herein provided, shall be conveyed to the purchaser by the trustee.

h. [d.] Whenever an arrangement or wage-carner plan [a composition] shall be set aside or discharge revoked, the trustee shall, upon his appointment and qualification, be vested as herein provided with the title to all of the property of the bankrupt as of the date of the final decree setting aside the arrangement or wage-carner plun [composition] or revoking the_discharge.

i. [f.] Upon the confirmation of an arrangement or plan, [a composition offered by a bankrupt,] the title to the [his] property dealt with shall there upon revest in the bankrupt or debtor [him] or rest in such other person. GA may be provided by the arrangement or plan.

SEC. 71. CLERKS' INDEXES; CERTIFICATES OF SEARCH; DOCKETS. [CLERKS OF DISTRICT COURT TO KEEP BANKRUPTCY RECORDS, ETC.1a. [That] The clerks of the several district courts of the United States shall prepare and keep in their respective offices complete and convenient indexes of all proceedings [peti tions] and discharges under this Act [in bankruptcy] heretofore or hereafter filed in the said courts and shall, when requested so to do, issne certificates of search certifying as to whether or not any such proceedings [petitions] of discharges have been filed. [, and said] The clerks shall be entitled to receive for such certificates the same fees as may be [now] allowed by law for certificates as to judgments in such [said] courts. Such [Provided. That said bankruptcy] indexes and dockets shall at all times be open to inspection and examination by all persons [or corporations] without any fee or charge therefor.

SEC. 72. LIMITATION OF COMPENSATION of OffICERS OF COURT. [COMPENSA TION RESTRICTED]-a. [That] No [Neither the] referee, receiver, marshal or [nor] trustee shall in any form or guise receive, nor shall the court allow him, any other or further compensation for his services as required by this Act than that expressly authorized and prescribed in this Act.

CHAPTER X-CORPORATE REORGANIZATIONS

ARTICLE I-CONSTRUCTION

SEC. 101. The provisions of this chapter shall apply exclusively to proceedings under this chapter.

SEC. 102. Wherever applicable and not inconsistent with the provisions of this chapter, the provisions of this Act shall apply in proceedings under this chapter.

ARTICLE 11-Definitions

SEC. 106. For the purposes of this chapter, unless inconsistent with the contest (1) "claims" shall include all claims of whatever character against a debtor or its property, except stock, whether or not such claims are provable under section 63 of this Act and whether secured or unsecured, liquidated or unliquidated, fixed or contingent:

(2) "commission" shall mean any commission or public authority created by any law of the United States or of any State, having regulatory jurisdiction over a publit utility corporation;

(3) "corporation" shall mean a corporation, as defined in this Act, which could be adjudged a bankrupt under this Act, and any railroad corporation excepting a railroad corporation authorized to file a petition under section 77 of this Act: (4)"creditor" shall mean the holder of any claim:

(5) “debtor” shall mean a corporation by or against which a petition has been filed under this chapter;

(6) "debts" shall include all claims;

(7) "executory contracts" shall include unexpired leases of real property; (8) "indenture trustee" shall mean a trustee under a mortgage, deed of trust, or indenture, pursuant to which there are securities outstanding, other than voting-trust

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certificates, constituting claims against a debtor or claims secured by a lien upon any of its property;

(9) "petition" shall mean a petition filed under this chapter by a debtor, creditors, or indenture trustee proposing that a plan of reorganization be effected;

(10) “plan” shall mean a plan or reorganization proposed in a proceeding under this chapter;

(11) "securities" shall include notes, bonds, and other evidences of indebtedness, either secured or unsecured, and stock;

(12) "stock" shall include membership, shares, and similar interests in a debtor, certificates and other evidences of such membership, shares or interests, and votingtrust certificates;

(13) "subsidiary" shall mean a corporation substantially all of whose properties are operated under lease or operating agreement, or the majority of whose stock having power to vote for the election of directors, trustees, or other similar controlling bodies is owned directly, or indirectly through an intervening corporation or other medium, by another parent corporation, a petition by or against which has been approved.

SEC. 107. Creditors or stockholders or any class thereof shall be deemed to be "affected" by a plan only if their or ils interest shall be materially and adversely affected thereby. In the event of controversy, the court shall after hearing upon notice summarily determine whether any creditor or stockholder or class is so affected.

ARTICLE III-JURISDICTION AND POWERS OF THE COURT

SEC. 111. Where not inconsistent with the provisions of this chapter, the court in which a petition is filed shall, for the purposes of this chapter, have exclusive jurisdiction of the debtor and its property, wherever located.

SEC. 112. Prior to the approval of a petition, the jurisdiction, powers, and duties of the court and of its officers, where not inconsistent with the provisions of this chapter, shall be the same as in a bankruptcy proceeding before adjudication.

SEC. 113. Prior to the approval of a petition, the judge may upon cause shown grant a temporary stay, until the petition is approved or dismissed, of a prior pending bankruptcy, mortgage foreclosure, or equity receivership proceeding and of any act or other judicial proceeding to enforce a lien against a debtor's property, and may upon cause shown enjoin or stay until the petition is approved or dismissed, the commencement or continuation of a suit against a debtor.

SEC. 114. Upon the approval of a petition, the jurisdiction, powers, and duties of the court and of its officers, where not inconsistent with the provisions of this chapter, shall be the same as in a bankruptcy proceeding upon adjudication.

SEC. 115. Upon the approval of a petition, the court shall have and may, in addition to the jurisdiction, powers, and duties hereinabove and elsewhere in this chapter conferred and imposed upon it, exercise all the powers, not inconsistent with the provisions of this chapter, which a court of the United States would have if it had appointed a receiver in equity of the property of the debtor on the ground of insolvency or inability to meet its debts as they mature.

SEC. 116. Upon the approval of a petition, the judge may, in addition to the jurisdiction, powers, and duties hereinabove and elsewhere in this chapter conferred and imposed upon him and the court

(1) permit the rejection of executory contracts of the debtor, upon notice to the parties to such contracts and to such other parties in interest, as the judge may designate; (2) authorize a receiver, trustee, or debtor in possession, upon such notice as the judge may prescribe and upon cause shown, to issue certificates of indebtedness for cash, property, or other consideration approved by the judge, upon such terms and conditions and with such security and priority in payment over existing obligations secured or unsecured, as in the particular case may be equitable;

(3) authorize a trustee or debtor in possession, upon such notice as the judge may prescribe and upon cause shown to lease or sell any property of the debtor, whether real or personal, upon such terms and conditions as the judge may approve; and

(4) in addition to the relief provided by section 11 of this Act, enjoin or stay until final decree the commencement or continuation of a suit against the debtor or its trustee or any Act or proceeding to enforce a lien upon the property of the debtor.

SEC. 117. The judge may, at any stage of a proceeding under this chapter, refer the proceeding to a referee in bankruptcy to hear and determine any or all matters not reserved to the judge by the provisions of this chapter, or he may refer the proceeding to a special master, who may be a referee in bankruptcy, to hear and report generally or upon specified matters. The appointment of a receiver in a proceeding under this chapter shall be by the judge.

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SEC. 118. The judge may transfer a proceeding under this chapter to a court of bankruptcy in any other district, regardless of the location of the principal assets of the debtor or its principal place of business, if the interests of the parties will be best served by such transfer.

SEC. 119. Whenever under this chapter the court is required or permitted to fiz a time for any purpose, the court may upon cause shown extend such time.

SEC. 120. Whenever notice is to be given under this chapter, the court shall designate, if not otherwise specified hereunder, the time within which, the persons to whom, and the form and manner in which the notice shall be given. Any notice to be given under this chapter may be combined, whenever feasible, with any other notice or notices to be given under this chapter.

SEC. 121. Where not inconsistent with the provisions of this chapter, the jurisdiction of appellate courts shall be the same as in a bankruptcy proceeding.

ARTICLE IV-PETITION

SEC. 126. A corporation, or three or more creditors who have claims against a corporation or its property amounting in the aggregate to $5,000 or over, liquidated as to amount and not contingent as to liability, or an indenture trustee where the securities outstanding under the indenture are liquidated as to amount and not contingent as to liability, may, if no other petition by or against such corporation is pending under this chapter, file a petition under this chapter.

SEC. 127. A petition may be filed in a pending bankruptcy proceeding either before or after the adjudication of a corporation.

SEC. 128. If no bankruptcy proceeding is pending, an original petition may be filed with the court in whose territorial jurisdiction the corporation has had its prin cipal place of business or its principal assets for the preceding six months, or for a longer portion of the preceding six months than in any other jurisdiction.

SEC. 129. If a corporation be a subsidiary, an original petition by or against it may be filed either as provided in section 128 of this Act, or in the court which has approved the petition by or against its parent corporation.

SEC. 130. Every petition shall state

(1) that the corporation is insolvent or unable to pay its debts as they mature; (2) the applicable jurisdictional facts requisite under this chapter; (3) the nature of the business of the corporation;

(4) the assets, liabilities, capital stock, and financial condition of the corporation; (5) the nature of all pending proceedings affecting the property of the corporation known to the petitioner or petitioners, and the courts in which they are pending (6) the status of any plan of reorganization, readjustment, or liquidation affecting the property of the corporation, pending either in connection with or without any judicial proceeding;

(7) the specific facts showing the need for relief under this chapter and why adequate relief cannot be obtained under Chapter XI of this Act; and

(8) the desire of the petitioner or petitioners that a plan be effected.

SEC. 181. A creditors' or indenture trustee's petition shall, in addition to the allegations required by section 130 of this Act, state

(1) that the corporation was adjudged a bankrupt in a pending proceeding in bankruptcy; or

(2) that a receiver or trustee has been appointed for or has taken charge of all or the greater portion of the property of the corporation in a pending equity proceed ing; or

(3) that an indenture trustee or a mortgagee under a mortgage is, by reason of a default, in possession of all or the greater portion of the property of the corporation,

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(4) that a proceeding to foreclose a mortgage or to enforce a lien against all or the greater portion of the property of the corporation is pending; or

(5) that the corporation has committed an act of bankruptcy within four montha prior to the filing of the petition.

SEC. 132. The filing of a petition under this chapter shall be accompanied by payment to the clerk of a filing fee of $100 if no bankruptcy proceeding is pending. otherwise $70. Where $100 has been paid and an adjudication is entered under this chapter, $30 thereof shall be distributed by the clerk as in the case of a bankruptcy proceeding; but, if the proceeding under this chapter is dismissed and no order of adjudication is entered thereunder, such sum of $30 shall be refunded to the person paying it.

SEC. 133. Upon the filing of a petition by creditors or an indenture trustee, a copy thereof, together with a subpena returnable within ten days or such longer time as the court for cause shown may have fixed, shall be served upon the debtor, as provided

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in subdivision a of section 18 of this Act for service of a petition and subpena for involuntary bankruptcy.

ARTICLE V-ANSWER

Sec. 136. Within ten days after the service of the subpena and of a copy of the petition, or within such further time as the court may for cause shown allow, an answer controverting the facts alleged in the petition may be filed by the debtor.

Sec. 137. Prior to the first date set for the hearing provided in section 161 of this Act, an answer controverting the allegations of a petition by or against a debtor may be filed by any creditor or indenture trustee or, if the debtor is not insolvent, by any stockholder of the debtor.

ARTICLE VI-APPROVAL OR DISMISSAL OF PETITION

SEC. 141. Upon the filing of a petition by a debtor, the judge shall enter an order approving the petition, if satisfied that it complies with the requirements of this chapter and has been filed in good faith, or dismissing it if not so satisfied.

SEC. 142. If an answer is not filed by a debtor to a petition against it, or if the answer filed does not controvert any material allegation of the petition, the judge shall enter an order approving the petition if satisfied that it complies with the requirements of this chapter and has been filed in good faith, or dismissing it if not so satisfied. SEC. 143. If the answer of a debtor shall controvert any of the material allegations of the petition, the judge shall, as soon as may be, determine, without the intervention of a jury, the issues presented by the pleadings and enter an order approving the petition, if satisfied that it complies with the requirements of this chapter and has been filed in good faith and that the material allegations are sustained by the proofs, or dismissing it if not so satisfied.

SEC. 144. If an answer filed by any creditor, indenture trustee, or stockholder shall controvert any of the material allegations of the petition, the judge shall, as soon as may be, determine, without the intervention of a jury, the issues presented by the pleadings and enter an order approving the petition, if satisfied that it complies with the requirements of this chapter and has been filed in good faith and that the material allegations are sustained by the proofs, or dismissing it if not so satisfied.

SEC. 145. If any issue raised in an answer filed under section 137 of this Act has, after hearing upon notice to the debtor, creditors, indenture trustees, and stockholders entitled to controvert the allegations of the petition, already been tried and finally determined under the provisions of section 143 of this Act, such final determination shall be conclusive for all purposes under this chapter.

SEC. 146. Without limiting the generality of the meaning of the term “good faith”, a petition shall be deemed not to be filed in good faith if

(1) the petitioning creditors have acquired their claims for the purpose of filing the petition: or

(2) adequate relief would be obtainable by a debtor's petition under the provisions of chapter XI of this Act: or

(3) it is unreasonable to expect that a plan of reorganization can be effected, or (4) a prior proceeding is pending in any court and it appears that the interests of creditors and stockholders would be best subserved in such prior proceeding.

SEC. 147. A petition filed under this chapter improperly because adequate relief can be obtained by the debtor under chapter XI of this Act may, upon the application of the debtor, be amended to comply with the requirements of chapter XI for the filing of a debtor's petition, and shall thereafter for the purposes of chapter XI be deemed to have been originally filed thereunder.

SEC. 148. Until otherwise ordered by the judge, an order approving a petition shall operate as a stay of a prior pending bankruptcy, mortgage foreclosure, or equity receivership proceeding, and of any act or other judicial proceeding to enforce a lien against the debtor's property.

SEC. 149. An order, which has become final, approving a pelition filed under this chapter shall be a conclusive determination of the jurisdiction of the court.

ARTICLE VII-PROCEEDINGS SUBSEQUENT TO APPROVAL OF PETITION SEC. 156. Upon the approval of a petition, the judge shall, if the indebtedness of a deblor, liquidated as to amount and not contingent as to liability, is $250,000 or over appoint one or more trustees who shall be disinterested and shall hare the qualifications prescribed in section 45 of this Act, except that the trustee need not reside or have his office within the district. If such indebtedness is less than $250,000, the judge may appoint one or more such trustees or he may continue the debtor in possession.

SEC. 157. An attorney appointed to represent a trustee under this chapter shall also be a disinterested person: Provided, however, That for any specified purposes other than to represent a trustee in conducting the proceeding under this chapter the

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101 trustee may, with the approval of the judge, employ an attorney who is not disinterested.

SEC. 158. A person shall not be deemed disinterested, for the purposes of section 156 and section 157 of this Act, if—

(1) he is a creditor or stockholder of the debtor; or

(2) he is or was an underwriter of any of the outstanding securities of the debtor or within five years prior to the date of the filing of the petition was the underwriter of any securities of the debtor; or

(8) he is, or was within two years prior to the date of the filing of the pelilion, a director, officer or employee of the debtor or any such underwriter, or an attorney for the debtor or such underwriter; or

(4) il appears that he has, by reason of any other direct or indirect relationship to, connection with, or interest in the debtor or such underwriter, or for any reason, as interest materially adverse to the interests of any class of creditors or stockholders.

SEC. 159. Where the indebtedness of a debtor is less than $250,000, the judge may at any time terminate the appointment of a trustee and restore the debtor to the possession of its property, or, if the debtor has been continued in possession, terminate its possession and appoint a trustee.

SEC. 160. In any case, the judge may at any time, without or upon cause shown, appoint additional trustees, or may remove trustees and appoint substitute trustees.

SEC. 161. The judge shall fix a time of hearing, to be held not less than thirty days and not more than sixty days after the approval of the petition, of which hearing al least thirty days' notice shall be given by mail to the creditors, stockholders, indenture trustees, the Securities and Exchange Commission and such other persons as the judge may designate, and, if directed by the judge, by publication in such newspaper or newspapers of general circulation as the judge may designate.

SEC. 162. At the hearing required by section 161 of this Act, or at any adjournment thereof, or, upon application, at any other time, the judge may hear objections to the continuance of the debtor in possession, or to the retention in office of a trustee upon the ground that he is not qualified or not disinterested as provided in section 158 of this Act.

SEC. 163. Upon the approval of a petition, where the debtor is continued in possession, the debtor shall, at the expense of the estate, prepare, make oath to and file in court, within such time as the court shall fix

(1) a schedule of its property, showing the location, quantity, and money value thereof:

(2) a schedule of its creditors of each class, showing the amounts and character of their claims and securities and, so far as known, the name and post office address or place of business of each creditor; and

(3) a schedule of its stockholders of each class showing the number and kind of shares registered in the name of each stockholder, and the last known port ofice address or place of business of each stockholder.

SEC. 164. Upon the approval of a petition, where a debtor is not continued in possession, the court shall fix a time within which the trustee shall prepare and file in court a list of the creditors of each class, showing the amounts and character of their claims and, so far as known, the name and the post-office address or place of business of each creditor; and a list of the debtor's stockholders of each class, showing the number and kind of shares registered in the name of each stockholder and the last known post-office address or place of business of each stockholder.

SEC. 165. If in any case it appears that a person, other than the debtor or its trustee, has in his possession or under his control a list of security holders of the debtor or information in respect to their names, addresses, or the securities held by any of them, and such list or information is necessary in order to disclose the names and addresses of the beneficial owners of such securities, or to prepare or complete the schedules required to be filed under section 163 of this Act or the lists required to be filed under section 164 of this Act, the court shall direct such person, after a hearing upon notice to him, to produce such list or a true and correct copy thereof, or to furnish such infor mation, or to permit the inspection or use thereof, as may be deemed by the court necessary for the foregoing purposes.

SEC. 166. The court may, upon cause shown, direct the impounding of the schedules, lists, copies, or information filed under sections 163, 164, and 165 of this Act, but shall permit their inspection or use by the trustee, any indenture trustee or any creditor or stockholder upon such terms as the court may prescribe: Provided, That the court may refuse to permit such inspection by any creditor or stockholder who acquired his claim or stock within three months preceding the filing of the petition under this chapter or during the pendency of the proceeding.

SEC. 167. The trustee upon his appointment and qualification

(1) shall forthwith under the control of the judge, investigate the acts, conduct, property, liabilities, and financial condition of the debtor, the operation of its business