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Date
Rule
803.5, 801.30
Staff
Michael Verne
Response/Comments
The acquired person should do an 803.5(b) affidavit that says it has a good faith intention to complete any actions required to enable the acquisition of the non-corporate interests from interest holders.

Question

From:

(redacted)

Sent:

Thursday, May 21 , 2009 12:52 PM

To:

Verne, B. Michael

Subject: Question reAffidavits

Mike,

I have a questionregarding the form of affidavit required of the acquired person in an acquisition of non-corporateinterests from third parties.

Such an acquisitiondoes not appear to be subject to 801.30 because non-corporate interests rather than"voting securities" are being acquired. If so, this would mean an803.5(a) affidavit would not apply.

The acquired person,however, is not a party to a purchase agreement (although in this case it isaware of the agreement). Should it nevertheless submit an 803.5(b) affidavit?

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