§ 26.1-06-01 — Definitions

As used in this chapter, unless the context or subject matter otherwise requires:
1. "Equity security" means any shares or similar securities, or voting trust certificates, or
any securities convertible into such securities.
2. "Horizontal combination" means two or more corporations each of which has a
majority of its equity securities owned by the same other corporation.
3. "Offeree" means the beneficial or record owner of equity securities which an offeror
acquires or offers to acquire in connection with a takeover bid.
4. "Offeror" means a person who makes or in any way participates or aids in making a
takeover bid, and includes persons acting jointly or in concert, or who intend to
exercise jointly or in concert any voting rights attached to the equity securities for
which the takeover bid is made.
5. "Takeover bid" means the acquisition of, or offer to acquire, pursuant to a tender offer
or request or invitation for tenders, any equity security of a North Dakota domestic
insurance company, if after acquisition thereof the offeror would, directly or indirectly,
be a record or beneficial owner of more than five percent of any class of the issued
and outstanding equity securities of such corporation. A takeover bid does not include:
a. A bid made by a dealer for the dealer's own account in the ordinary course of the
dealer's business of buying and selling the security.
b. Any offer to acquire or acquisition of an equity security pursuant to the offer, for
the sole account of the offeror, from not more than twenty persons, in good faith
and not for the purpose of avoiding this chapter.
c. Any tender offer or request or invitation for tenders to which the target company
consents, by action of its board of directors, if the board has recommended
acceptance to shareholders and the terms, including notice of any inducements
to officers or directors which are not made available to all shareholders, have
been furnished to shareholders.
6. "Target company" means a corporation whose equity securities are or are to be the
subject of a takeover bid.
7. "Vertical combination" means a chain of ownership in which one corporation has a
majority of its equity securities owned by another corporation and which chain of
corporate ownership may or may not continue through other corporations in which a
majority of the equity securities of one corporation are owned by another.