Rule 16b-7

SECURITIES EXCHANGE ACT OF 1934

- Section 3(a)(4)
- Section 3(a)(5)
- Section 3(a)(6)
- Section 10
- Section 13(d)
- Section 13(f)
- Section 13(g)
- Section 15(a)
- Section 16
- Section 28(e)
- Rule 3a4-1
- Rule 3b-9
- Rule 10b-5
- Rule 13d-1
- Rule 13d-2
- Rule 13d-3
- Rule 13d-4
- Rule 13d-5
- Rule 13d-6
- Rule 13d-7
- Rule 13f-1
- Rule 13f-2
- Rule 16a-1
- Rule 16a-2
- Rule 16a-3
- Rule 16a-4
- Rule 16a-5
- Rule 16a-6
- Rule 16a-7
- Rule 16a-8
- Rule 16a-9
- Rule 16a-10
- Rule 16a-11
- Rule 16a-12
- Rule 16a-13
- Rule 16b-1
- Rule 16b-3
- Rule 16b-5
- Rule 16b-6
Rule 16b-7
- Rule 16b-8
- Rule 16c-1
- Rule 16c-2
- Rule 16c-3
- Rule 16c-4

Securities Exchange Act of 1934 - Rule 16b-7
Mergers, Reclassifications and Consolidations

(a) The following transactions shall be exempt from the provisions of Section 16(b) of the Act:

(1) The acquisition of a security of a company, pursuant to a merger or consolidation, in exchange for a security of a company which, prior to the merger or consolidation, owned 85 percent or more of either:

(i) The equity securities of all other companies involved in the merger or consolidation, or in the case of a consolidation, the resulting company; or

(ii) The combined assets of all the companies involved in the merger or consolidation, computed according to their book values prior to the merger or consolidation as determined by reference to their most recent available financial statements for a 12 month period prior to the merger or consolidation, or such shorter time as the company has been in existence.

(2) The disposition of a security, pursuant to a merger or consolidation, of a company which, prior to the merger or consolidation, owned 85 percent or more of either

(i) The equity securities of all other companies involved in the merger or consolidation or, in the case of a consolidation, the resulting company; or

(ii) The combined assets of all the companies undergoing merger or consolidation, computed according to their book values prior to the merger or consolidation as determined by reference to their most recent available financial statements for a 12 month period prior to the merger or consolidation.

(b) A merger within the meaning of this section shall include the sale or purchase of substantially all the assets of one company by another in exchange for equity securities which are then distributed to the security holders of the company that sold its assets.

(c) Notwithstanding the foregoing, if a person subject to Section 16 of the Act makes any non-exempt purchase of a security in any company involved in the merger or consolidation and any non-exempt sale of a security in any company involved in the merger or consolidation within any period of less than six months during which the merger or consolidation took place, the exemption provided by this Rule shall be unavailable to the extent of such purchase and sale.