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This entry was published on 2017-04-28
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SECTION 1601
Definitions
Business Corporation (BSC) CHAPTER 4, ARTICLE 16
§ 1601. Definitions.

As used in this article, the following terms shall have the following
meanings:

(a) "Takeover bid" means the acquisition of or offer to acquire by an
offeror from an offeree, pursuant to a tender offer or request or
invitation for tenders, any equity security of a target company, if
after acquisition thereof the offeror would, directly or indirectly, be
a beneficial owner of more than five percent of any class of the issued
and outstanding equity securities of such target company.

Such term does not include:

(1) Bids made by a dealer for his own account in the ordinary course
of his business of buying and selling such security;

(2) An offer to acquire such equity security solely in exchange for
other securities, or the acquisition of such equity security pursuant to
such offer, for the sole account of the offeror, in good faith and not
for the purpose of avoiding this section, and not involving any public
offering of such other securities within the meaning of section four of
title one of the "Securities Act of 1933", (48 Stat. 77, 15 U.S.C. 77 d
(2)); as amended;

(3) Any other offer to acquire an equity security, or the acquisition
of such equity security pursuant to such offer, for the sole account of
the offeror, from not more than fifty offerees, in good faith and not
for the purpose of avoiding the provisions of this article;

(4) Any offer or class of offer where, prior to making the offer, the
offeror beneficially owns, directly or indirectly, a majority of the
voting equity securities of the target company;

(b) "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 securities for which such takeover bid is made.
An "offeror" includes an issuer of securities whose securities are or
are to be the subject of a takeover bid whether or not the issuer, upon
acquisition, will become the beneficial owner of such securities. "An
offeror" does not include any bank or broker-dealer in securities
loaning funds to the offeror in the ordinary course of the business of
the bank or broker-dealer in securities and not otherwise participating
in the takeover bid, or any bank, broker-dealer in securities, attorney,
accountant or consultant furnishing information or advice to an offeror
and not otherwise participating in the takeover bid.

(c) "Offeree" means the beneficial owner, residing in this state, of
securities which an offeror acquires or offers to acquire in connection
with a takeover bid.

(d) "Target company" means a corporation, organized under the laws of
this state and having its principal executive offices or significant
business operations located within this state.

(e) "Equity security" means any stock, bond, or other obligation of a
target company, the holder of which has the right to vote for the
election of members of the board of directors, or those exercising a
similar function if the target company is not a corporation, of such
target company. Equity security includes any security convertible into
an equity security, and also includes any right, option or warrant to
purchase an equity security.