23 CAR § 1-108. False or misleading statements

(a) No proxy statement, form of proxy, notice of meeting, information statement, or other communication, written or oral, subject to this rule shall contain any statement which at the time and in the light of the circumstances under which it is made: (1) Is false or misleading with respect to any material fact; or (2) Omits to state any material fact necessary in order to: (A) Make the statements therein not false or misleading; or (B) Correct any statement in any earlier communication with respect to the same meeting or subject matter which has become false or misleading. (b) No solicitation subject to this rule shall be made by means of any proxy statement, form of proxy, notice of meeting, or other communication, written or oral, containing any statement which at the time and in the light of the circumstances under which it is made: (1) Is false or misleading with respect to any material fact; or (2) Omits to state any material fact necessary in order to: (A) Make the statements therein not false or misleading; or (B) Correct any statement in any earlier communication with respect to the solicitation of a proxy for the same meeting or subject matter which has become false or misleading.