General Rules and Regulations
promulgated
under the
Securities Exchange Act of 1934
Rule 14a-15 -- Differential and Contingent Compensation in connection with Roll-up Transactions
It shall be unlawful for any person to receive compensation
for soliciting proxies, consents, or authorizations directly from security holders
in connection with a roll-up transaction as provided in paragraph (b)
of this section, if the compensation is:
Based on whether the solicited proxy, consent, or
authorization either approves or disapproves the proposed roll-up transaction; or
Contingent on the approval, disapproval, or completion
of the roll-up transaction.
This section is applicable to a roll-up transaction
as defined inItem 901(c) of Regulation S-K,
except for a transaction involving only:
Finite-life entities that are not limited partnerships;
Partnerships whose investors will receive new securities
or securities in another entity that are not reported under a transaction reporting
plan declared effective before December 17, 1993 by the Commission under section
11A of the Act; or
Partnerships whose investors' securities are reported
under a transaction reporting plan declared effective before December 17, 1993 by
the Commission under section 11A of the Act.
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