Material terms
(a) Material terms. State the material terms of the transaction. (1) Tender offers. In the case of a tender offer, the information must include: (i) The total number and class of securities sought in the offer; (ii) The type and amount of consideration offered to security holders; (iii) The scheduled expiration date; (iv) Whether a subsequent offering period will be available, if the transaction is a third-party tender offer; (v) Whether the offer may be extended, and if so, how it could be extended; (vi) The dates before and after which security holders may withdraw securities tendered in the offer; (vii) The procedures for tendering and withdrawing securities; (viii) The manner in which securities will be accepted for payment; (ix) If the offer is for less than all securities of a class, the periods for accepting securities on a pro rata basis and the offeror's present intentions in the event that the offer is oversubscribed; (x) An explanation of any material differences in the rights of security holders as a result of the transaction, if material; (xi) A brief statement as to the accounting treatment of the transaction, if material; and (xii) The federal income tax consequences of the transaction, if material. (2) Mergers or similar transactions. In the case of a merger or similar transaction, the information must include: (i) A brief description of the transaction; (ii) The consideration offered to security holders; (iii) The reasons for engaging in the transaction; (iv) The vote required for approval of the transaction; (v) An explanation of any material differences in the rights of security holders as a result of the transaction, if material; (vi) A brief statement as to the accounting treatment of the transaction, if material; and (vii) The federal income tax consequences of the transaction, if material.