§ 1601 — Definitions

§ 1601. Definitions.\n As used in this article, the following terms shall have the following\nmeanings:\n (a) "Takeover bid" means the acquisition of or offer to acquire by an\nofferor from an offeree, pursuant to a tender offer or request or\ninvitation for tenders, any equity security of a target company, if\nafter acquisition thereof the offeror would, directly or indirectly, be\na beneficial owner of more than five percent of any class of the issued\nand outstanding equity securities of such target company.\n Such term does not include:\n (1) Bids made by a dealer for his own account in the ordinary course\nof his business of buying and selling such security;\n (2) An offer to acquire such equity security solely in exchange for\nother securities, or the acquisition of such equity security pursuant to\nsuch offer, for the sole account of the offeror, in good faith and not\nfor the purpose of avoiding this section, and not involving any public\noffering of such other securities within the meaning of section four of\ntitle one of the "Securities Act of 1933", (48 Stat. 77, 15 U.S.C. 77 d\n(2)); as amended;\n (3) Any other offer to acquire an equity security, or the acquisition\nof such equity security pursuant to such offer, for the sole account of\nthe offeror, from not more than fifty offerees, in good faith and not\nfor the purpose of avoiding the provisions of this article;\n (4) Any offer or class of offer where, prior to making the offer, the\nofferor beneficially owns, directly or indirectly, a majority of the\nvoting equity securities of the target company;\n (b) "Offeror" means a person who makes, or in any way participates or\naids in making, a takeover bid, and includes persons acting jointly or\nin concert, or who intend to exercise jointly or in concert any voting\nrights attached to the securities for which such takeover bid is made.\nAn "offeror" includes an issuer of securities whose securities are or\nare to be the subject of a takeover bid whether or not the issuer, upon\nacquisition, will become the beneficial owner of such securities. "An\nofferor" does not include any bank or broker-dealer in securities\nloaning funds to the offeror in the ordinary course of the business of\nthe bank or broker-dealer in securities and not otherwise participating\nin the takeover bid, or any bank, broker-dealer in securities, attorney,\naccountant or consultant furnishing information or advice to an offeror\nand not otherwise participating in the takeover bid.\n (c) "Offeree" means the beneficial owner, residing in this state, of\nsecurities which an offeror acquires or offers to acquire in connection\nwith a takeover bid.\n (d) "Target company" means a corporation, organized under the laws of\nthis state and having its principal executive offices or significant\nbusiness operations located within this state.\n (e) "Equity security" means any stock, bond, or other obligation of a\ntarget company, the holder of which has the right to vote for the\nelection of members of the board of directors, or those exercising a\nsimilar function if the target company is not a corporation, of such\ntarget company. Equity security includes any security convertible into\nan equity security, and also includes any right, option or warrant to\npurchase an equity security.\n