§ 421-A:7 — Tender and Withdrawal of Shares

I. Securities deposited pursuant to a tender offer or request or invitation for tenders may be withdrawn by an offeree or his attorney-in-fact by demand in writing to the offeror or the depository within 15 business days from the date of commencement of such offer.
II. If an offeror makes a tender offer or request or invitation for tenders for less than all the outstanding equity securities of any class and if the number of securities deposited or tendered pursuant to the offer is greater than the number the offeror has offered to accept and pay for, the securities deposited within 10 days of the date of commencement of such tender offer or request or invitation for tenders or within 10 days from the date that notice of an increase in the consideration offered is first published, sent or given to security holders shall be accepted pro rata, disregarding fractions, according to the number of securities deposited or tendered by each offeree.
III. If an offeror varies the term of a tender offer or request or invitation for tenders before its expiration date by increasing the consideration offered to the offerees, the offeror shall pay the increased consideration for all equity securities accepted, whether the securities have been accepted by the offeror before or after the variation in the terms of the offer.
IV. An offeror may not make a tender offer or request or invitation for tenders involving a target company which is not made to the holders of equity securities of the target company residing in the state on the same terms as such tender offer or request or invitation for tenders is made to holders of such securities not residing within this state.

Legislative History

1977, 20:1. 1983, 144:6, eff. Aug. 6, 1983.