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Date
Rule
Form Item 4(c)
Staff
Michael Verne
Response/Comments
I agree with both.

Question

From: (redacted)

Sent: Tuesday, May 16, 20063:23 PM

To: Verne, B.Michael

Subject:4(c) and ordinary course

Hi Mike. I want to confirm your view on a seller'sordinary course documents becoming 4(c) for the purchaser, as I've hearddiffering opinions on this point. I believe this is your view, based oninformal opinions 0602013 and 0603012.

1. A seller's ordinary course document with 4(c) contentthat was placed in a due diligence room and viewed, copied and retained by thepurchaser would be 4(c) for the purchaser (but not the seller).

2. Similarly, seller's ordinary course materials with4(c) content that were otherwise provided to the purchaser (mailed or given inperson) would be 4(c) for the purchaser (but not the seller).

I would appreciate it if you would let me know if youagree with the two statements above.

About Informal Interpretations

Informal interpretations provide guidance from previous staff interpretations on the applicability of the HSR rules to specific fact situations. You should not rely on them as a substitute for reading the Act and the Rules themselves. These materials do not, and are not intended to, constitute legal advice.

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