N.Y. Comp. Codes R. & Regs. Tit. 11 § 10.4 - Definitions

(a) The definitions and instructions set out in Schedule SIS, as promulgated by the National Association of Insurance Commissioners, shall be applicable for the purposes of this Part.

(b) The terms solicit and solicitation for purposes of this Part shall include:

(1) any request for a proxy, whether or not accompanied by or included in a form of proxy; or

(2) any request to execute or not to execute, or to revoke, a proxy; or

(3) the furnishing of a proxy or other communication to stockholders under circumstances reasonably calculated to result in the procurement, withholding or revocation of a proxy.

(c) The terms solicit and solicitation shall not include:

(1) any solicitation by a person in respect of stock of which he is the beneficial owner;

(2) action by a broker or other person in respect to stock carried in his name or in the name of his nominee in forwarding to the beneficial owner of such stock soliciting material received from the company, or impartially instructing such beneficial owner to forward a proxy to the person, if any, to whom the beneficial owner desires to give a proxy, or impartially requesting instructions from the beneficial owner with respect to the authority to be conferred by the proxy and stating that a proxy will be given if the instructions are received by a certain date;

(3) the furnishing of a form of proxy to a stockholder upon the unsolicited request of such stockholder, or the performance by any person of ministerial acts on behalf of a person soliciting a proxy.

Notes

N.Y. Comp. Codes R. & Regs. Tit. 11 § 10.4