tailieunhanh - FREQUENTLY ASKED QUESTIONS ABOUT RULE 10b - 18 AND STOCK REPURCHASE PROGRAMS

Large numbers of HSTs will be displaced from the GWML and ECML assuming that the initial IEP contract of around 550 vehicles is signed. If the IEP order is no greater than this, HSTs will however continue to operate beyond CP5 on parts of the GWML and on other routes, for which refurbishment and re-engineering works would be required. Cancellation or major delay to IEP would require a fall back strategy for intercity services on the electrified GWML. The ‘surplus’ of vehicles in this category is likely to consist of HST and Mark III vehicles built in the. | FREQUENTLY ASKED QUESTIONS ABOUT RULE 10b-18 AND STOCK REPURCHASE PROGRAMS The Regulation What is Rule 10b-18 Rule 10b-18 provides an issuer and its affiliated purchasers with a non-exclusive safe harbor from liability under certain market manipulation rules . Sections 9 a 2 and 10 b of the Securities Exchange Act of 1934 the Exchange Act and Rule 10b-5 under the Exchange Act each to a limited extent when repurchases of the issuer s common stock in the market are made in accordance with the rule s manner timing price and volume conditions. Rule 10b-18 s safe harbor is available for purchases of the issuer s stock on any given day. To fall within the safe harbor the issuer s repurchases must satisfy on a daily basis each of the rule s four conditions. Failure to meet any one of the four conditions will disqualify all of the issuer s repurchases from the safe harbor for that day. Why was Rule 10b-18 adopted An issuer has a strong interest in the market price of its securities. The market price of the issuer s common stock may determine the price of a future acquisition or the price of the offering of additional shares and also serves as an indicator of the health and performance of the issuer. Therefore an issuer may have an incentive to manipulate the price of its common stock. One way an issuer may positively affect the price of its common stock is to repurchase shares of its common stock in the open market. Such repurchases may subject an issuer to claims of manipulative behavior. However an issuer may also engage in open market repurchases for many legitimate business reasons. Therefore in 1982 the Securities Exchange Commission the SEC adopted Rule 10b-18 to provide a non-exclusive safe harbor for issuer repurchases. Why has the SEC proposed to amend Rule 10b-18 On January 26 2010 the SEC proposed amendments to Rule 10b-18 to clarify and modernize the safe harbor provision in light of market changes with respect to trading strategies and developments in .