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Date
Rule
801.10
Staff
Michael Verne
Response/Comments
No any security with a current right to vote for the election of directors should be included in determining the value of the transaction.

Question

From:(redacted)

Sent:Friday, April 07, 2006 4:23 PM

To:Verne, B. Michael

Subject:Acquisition of voting securities - size of transaction

HI Mike,

In analyzinga transaction for deportability with different classes of securities, one classcan elect one of six directors, another class 2 of six and the other class 3 ofthe six directors, in addition there are non-voting securities. I know thenon-voting securities don't count toward the size of transaction test, but doesthe fact the v/s are limited in the number of directors they may elect affectwhether or not they should be included in the size of transaction test.

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