All-Holders Rule

Definition:

An SEC Tender Offer rule (aimed to protect existing securities holders in the context of a third-party acquisition) set out in Rule 13e-4 of the Exchange Act. It states that unless an issuer receives a determination from the SEC to the contrary, no issuers may make a Tender Offer unless it is “open to all holders of the class of securities subject to the Tender Offer.” In addition, as set forth in Rule 14d-10 of the Exchange Act, the consideration paid to any one security holder must be the highest consideration paid to any other security holder.

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