General Rules and Regulations
promulgated
under the
Securities Exchange Act of 1934
Rule 14d-8 -- Exemption From Statutory Pro Rata Requirements
Notwithstanding the pro rata provisions of section
14(d)6 of the Act, if any person makes a tender offer or request or invitation
for tenders, for less than all of the outstanding equity securities of a class, and
if a greater number of securities are deposited pursuant thereto than such person
is bound or willing to take up and pay for, the securities taken up and paid for
shall be taken up and paid for as nearly as may be pro rata, disregarding fractions,
according to the number of securities deposited by each depositor during the period
such offer, request or invitation remains open.
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