§ 71-456 — Actions of offeror - Limitations.

A. No offeror may make a take-over offer which is not made to shareholders in this state on substantially the same terms as the offer is made to shareholders outside of this state. B. An offeror shall provide that any equity securities of a target company deposited or tendered pursuant to a take-over offer may be withdrawn by or on behalf of any offeree at any time within seven (7) days from the date the offer has become effective under this act and after sixty (60) days from the date the offer has become effective under this act, except as the Administrator of the Department of Securities may otherwise prescribe by rule or order for the protection of investors. C. If an offeror makes a take-over offer for less than all the outstanding equity securities of any class, and if the number of securities deposited or tendered pursuant thereto within ten (10) days after the offer has become effective under this act and copies of the offer, or notice of any increase in the consideration offered, are first published or sent or given to security holders is greater than the number the offeror has offered to accept and pay for, the securities shall be accepted pro rata, disregarding fractions, according to the number of securities deposited or tendered by each offeree. D. If an offeror varies the terms of a take-over offer before its expiration date by increasing the consideration offered to security holders, the offeror shall pay the increased consideration for all equity securities accepted, whether such securities have been accepted by the offeror before or after the variation in the terms of the offer. E. No offeror may make a take-over offer or acquire any equity securities in this state pursuant to the take-over offer, at any time when any injunction or cease and desist order is in effect against the offeror based upon a violation of any provision of this act or the Oklahoma Securities Act. F. No offeror may acquire, remove or exercise control, directly or indirectly, over any target company assets located in this state pursuant to a take-over offer at any time when any injunction or cease and desist order is in effect against the offeror based upon a violation of any provision of this act or the Oklahoma Securities Act.

Legislative History

Added by Laws 1985, c. 285, § 6, emerg. eff. July 22, 1985.