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This entry was published on 2014-09-22
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SECTION 1612
Requirements for certain takeover bids
Business Corporation (BSC) CHAPTER 4, ARTICLE 16
§ 1612. Requirements for certain takeover bids.

If the takeover bid is not subject to the requirements of section
14(d) of the Securities Exchange Act of 1934, 15 U.S.C. § 78n(d), the
following additional requirements shall apply to the takeover bid:

(a) The takeover bid shall be made on the same terms to all offerees
holding the same class or series of securities.

(b) The period of time within which equity securities may be deposited
pursuant to a takeover bid shall not be less than thirty business days.

(c) Equity securities deposited pursuant to a takeover bid may be
withdrawn at any time until the expiration of thirty business days after
the commencement of the takeover bid and at any time after the
expiration of sixty-five days from the commencement of the takeover bid,
if the shares have not been purchased, and until the expiration of ten
business days following the date of commencement of another offeror's
takeover bid for the same equity securities if the shares have not been
purchased and if the bidder has received notice or otherwise has
knowledge of the commencement of such takeover bid.

(d) Where a takeover bid is made for less than all the outstanding
equity securities of a class and where a greater number of such
securities is deposited pursuant thereto than the offeror is bound or
willing to take up and pay for, the securities taken up and paid for by
the offeror shall be taken up and paid for as nearly as possible on a
pro rata basis, disregarding fractions, according to the number of
securities deposited by each shareholder.

(e) Where an offeror increases the consideration offered in a takeover
bid, 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 increase in consideration.

(f) (1) Within ten days of the filing of a registration statement as
required by section sixteen hundred two of this article the attorney
general may schedule a public hearing or hearings or conduct such
investigation as he deems necessary concerning any takeover bid for the
purpose of determining compliance with the requirements of this article;

(2) Any such hearing or investigation shall be declared by order of
the attorney general;

(3) Any initial hearing shall commence within twenty days of the
filing of a registration statement.

(g) In the event the attorney general shall schedule a public hearing
or otherwise conduct an investigation pursuant to subdivision (f) of
this section, the attorney general may also, in his discretion, issue an
order staying the offeror from purchasing or paying for any shares
tendered in response to its takeover bid at any time prior to such
purchasing or paying for shares tendered. Every person shall comply with
every such order.

(h) In the event the attorney general shall issue a stay payment order
pursuant to subdivision (g) of this section, the attorney general shall,
no later than thirty days from the issuance of such stay payment order,
issue an order containing his findings of fact and conclusions of law.

(i) Any stay payment order issued by the attorney general pursuant to
subdivision (g) of this section shall automatically expire within sixty
days from its issuance except where the attorney general has in his
order containing findings of fact and conclusions of law conditioned the
purchase and payment for shares tendered upon changes or modifications
in the registration statement, in which event any stay payment order
shall be vacated by the attorney general after he is satisfied that such
changes or modifications have been publicly disseminated to offerees.

(j) The attorney general may apply, on notice to the offeror and the
target company, to a court of competent jurisdiction, and such court may
grant an application, for good cause, to extend any of the time periods
set forth in this section if an extension is necessary for the
protection of offerees.