17 C.F.R. § 240.14d-7

Additional withdrawal rights

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(a) Rights. (1) In addition to the provisions of section 14(d)(5) of the Act, any person who has deposited securities pursuant to a tender offer has the right to withdraw any such securities during the period such offer request or invitation remains open.

(2) Exemption during subsequent offering period. Notwithstanding the provisions of section 14(d)(5) of the Act (15 U.S.C. 78n(d)(5)) and paragraph (a) of this section, the bidder need not offer withdrawal rights during a subsequent offering period.

(b) Notice of withdrawal. Notice of withdrawal pursuant to this section shall be deemed to be timely upon the receipt by the bidder's depositary of a written notice of withdrawal specifying the name(s) of the tendering stockholder(s), the number or amount of the securities to be withdrawn and the name(s) in which the certificate(s) is (are) registered, if different from that of the tendering security holder(s). A bidder may impose other reasonable requirements, including certificate numbers and a signed request for withdrawal accompained by a signature guarantee, as conditions precedent to the physical release of withdrawn securities.

[44 FR 70345, Dec. 6, 1979, as amended at 51 FR 25882, July 17, 1986; 51 FR 32630, Sept. 15, 1986; 64 FR 61461, Nov. 10, 1999; 76 FR 71876, Nov. 21, 2011]

Notes of Decisions

Cited in 1 case, 1988–1988 · leading case: Feder v. MacFadden Holdings, Inc., 698 F. Supp. 47 (S.D.N.Y. 1988).

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Feder v. MacFadden Holdings, Inc., 698 F. Supp. 47 (S.D.N.Y. 1988). “Thus, withdrawal rights for Macfadden’s first offer expired as of May 12, 1986, a date which complied with then-existing Rule 14d-7, 17 C.F. R. § 240.14d-7 (1986). Rules promulgated after these dates, and interpretations thereof, have no bearing on this case.”

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