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If the shares issued in connection with the acquisition are priced at or above the market value on the date the agreement is entered into, does the company still need shareholder approval?

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If the shares issued in connection with the acquisition are priced at or above the market value on the date the agreement is entered into, does the company still need shareholder approval?

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Yes. There is no pricing test under the acquisition rule. Therefore, if the potential share issuance will exceed the shareholder approval thresholds, shareholder approval is required regardless of the price at which the shares are issued.

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