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Frequently Asked Questions
  Are the shares that are issuable as a result of the conversion of the target's outstanding awards and the assumption of the target's equity plans included in determining whether shareholder approval is required under Listing Rule 5635(a)?
Identification Number 244
Yes. In determining whether shareholder approval is required of the acquisition under Listing Rule 5635(a), the shares issuable to adjust, replace, or convert the target's outstanding awards are included as are any additional shares that would be available under an assumed plan or arrangement of the target. The shares would not be included, however, to the extent they come from a shareholder approved plan of the acquiring company, provided that there is no increase in the number of shares available under such plan.
Publication Date*: 7/31/2012 Mailto Link Identification Number: 244
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