31 Pa. Code § 23.2 - Definition of "solicit" and "solicitation"

Current through Register Vol. 52, No. 16, April 16, 2022

(a) When used in this chapter, the terms "solicit" and "solicitation" includes the following meanings, unless the context clearly indicates otherwise:
(1) Any request for a proxy, whether or not accompanied by or included in a form of proxy.
(2) Any request to execute or not to execute, or to revoke, a proxy.
(3) The furnishing of a form of proxy or any other communication to security holders under circumstances reasonably calculated to result in the procurement, withholding, or revocation of a proxy.
(b) When used in this chapter, the terms "solicit" and "solicitation" do not include any of the following:
(1) Any solicitation by a person with respect to securities of which he is the beneficial owner.
(2) Actions by a broker or by any other person with respect to securities carried in his name or in the name of his nominee, which involve forwarding solicitive material from the insurer to the beneficial owner.
(3) Impartial instructions from the broker or any other person to the beneficial owner to forward proxies to any persons to whom the owner might desire to give proxies.
(4) Impartial requests from the broker or any other person regarding instructions from the beneficial owner as to the authority to be conferred by the proxy, and which state that a proxy will be given if the instructions are received by a certain date.
(5) Furnishing forms of proxy to a security holder in response to an unsolicited request by the security holder, or the performance by any person of ministerial acts on behalf of a person soliciting a proxy.


31 Pa. Code § 23.2

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