§ 26.1-06-03 — Takeover - Offer - Terms

No offeror may make a takeover bid not made to all resident holders of the equity security
that is the subject of the takeover bid, or not made to the holders on the same terms as the
takeover bid is made to nonresident holders of the equity security. If an offeror makes a tender
offer or request or invitation for tenders for less than all the outstanding equity securities of a
class, and if a greater number of securities is deposited pursuant thereto within ten days after
copies of the offer or request or invitation for tenders are first published or sent or given to
securityholders than the offeror is bound or willing to take up and pay for, the securities taken up
must be taken up as nearly as may be pro rata, disregarding fractions, according to the number
of securities deposited by each offeree. If the terms of a takeover bid are changed before its
expiration by increasing the consideration offered to offerees, the offeror shall pay the increased
consideration for all equity securities taken up, whether or not the securities are deposited or
taken up before or after the change in the terms of the takeover bid. The pro rata requirement
applies to securities deposited within ten days after notice of an increase in the consideration
offered to securityholders is first published or sent or given to securityholders.