OAR 836-024-0054: Counter Solicitations Prior to Furnishing Required Written Proxy Statement

Notwithstanding the provisions of OAR 836-024-0026(1), a solicitation subject to 836-024-0051 to 836-024-0055 may be made prior to furnishing security holders with a written proxy statement containing the information specified in Schedule A with respect to the solicitation, if: (1) The statements required by OAR 836-024-0053 are filed by or on behalf of each participant in the solicitation. (2) A form of proxy is not furnished to security holders prior to the time the proxy statement required by OAR 836-024-0026(1) is furnished to such persons. This section does not apply, however, if a proxy statement meeting the requirements of Schedule A has been furnished to security holders. (3) Statements containing at least the information specified by OAR 836-024-0053(2) and (3), or an appropriate summary of the information, are included in each communication sent or given to security holders in connection with the solicitation. (4) A written proxy statement containing the information specified in Schedule A with respect to a solicitation is sent or given to security holders at the earliest practicable date.