http://taft.law.uc.edu/CCL/34ActRls/rule14a-2.htmlb. Rules 14a-3 to 14a-6 (other than Rule 14a-6(g)), Rule 14a-8, and Rule 14a-10 to Rule 14a-15 do not apply to the following:
4. Any solicitation in connection with a roll-up transaction as defined in Item 901(c) of Regulation S-K in which the holder of a security that is the subject of a proposed roll-up transaction engages in preliminary communications with other holders of securities that are the subject of the same limited partnership roll-up transaction for the purpose of determining whether to solicit proxies, consents, or authorizations in opposition to the proposed limited partnership roll-up transaction; provided, however, that:
This exemption shall not apply to a security holder who is an affiliate of the registrant or general partner or sponsor; and
This exemption shall not apply to a holder of five percent 5% or more of the outstanding securities of a class that is the subject of the proposed roll-up transaction who engages in the business of buying and selling limited partnership interests in the secondary market unless that holder discloses to the persons to whom the communications are made such ownership interest and any relations of the holder to the parties of the transaction or to the transaction itself, as required by Rule 14a-6(n)(1) and specified in the Notice of Exempt Preliminary Roll-up Communication . If the communication is oral, this disclosure may be provided to the security holder orally. Whether the communication is written or oral, the notice required by Rule 14a-6(n) and Rule 14a-104 shall be furnished to the Commission.other than Rule 14a-6(g)), Rule 14a-8, and Rule 14a-10Rule 14a-6 g. Solicitations subject to Rule 14a-2(b)(1)- Any person who:
- Engages in a solicitation pursuant to Rule 14a-2(b)(1), and
- At the commencement of that solicitation owns beneficially securities of the class which is the subject of the solicitation with a market value of over $5 million,
shall furnish or mail to the Commission, not later than three days after the date the written solicitation is first sent or given to any security holder, five copies of a statement containing the information specified in the Notice of Exempt Solicitation (Rule 14a-103) which statement shall attach as an exhibit all written soliciting materials. Five copies of an amendment to such statement shall be furnished or mailed to the Commission, in connection with dissemination of any additional communications, not later than three days after the date the additional material is first sent or given to any security holder. Three copies of the Notice of Exempt Solicitation and amendments thereto shall, at the same time the materials are furnished or mailed to the Commission, be furnished or mailed to each national securities exchange upon which any class of securities of the registrant is listed and registered.
- Notwithstanding paragraph (g)(1) of this section, no such submission need be made with respect to oral solicitations (other than with respect to scripts used in connection with such oral solicitations), speeches delivered in a public forum, press releases, published or broadcast opinions, statements, and advertisements appearing in a broadcast media, or a newspaper, magazine or other bona fide publication disseminated on a regular basis.
Rule 14a-8,http://taft.law.uc.edu/CCL/34ActRls/rule14a-8.htmlRule 14a-10http://taft.law.uc.edu/CCL/34ActRls/rule14a-10.html---------------------------------------------------------------------------------------------------------------------------------------------------10-person solicitation exemption for dissidents under Rule 14a-2(b)(2)http://taft.law.uc.edu/CCL/34ActRls/rule14a-2.html2. Any solicitation made otherwise than on behalf of the registrant where the total number of persons solicited is not more than ten
- Engages in a solicitation pursuant to Rule 14a-2(b)(1), and
- At the commencement of that solicitation owns beneficially securities of the class which is the subject of the solicitation with a market value of over $5 million,
shall furnish or mail to the Commission, not later than three days after the date the written solicitation is first sent or given to any security holder, five copies of a statement containing the information specified in the Notice of Exempt Solicitation (Rule 14a-103) which statement shall attach as an exhibit all written soliciting materials. Five copies of an amendment to such statement shall be furnished or mailed to the Commission, in connection with dissemination of any additional communications, not later than three days after the date the additional material is first sent or given to any security holder. Three copies of the Notice of Exempt Solicitation and amendments thereto shall, at the same time the materials are furnished or mailed to the Commission, be furnished or mailed to each national securities exchange upon which any class of securities of the registrant is listed and registered.
