2010 New York Code
BSC - Business Corporation
Article 16 - (1600 - 1613) SECURITY TAKEOVER DISCLOSURE ACT
1601 - Definitions.

§ 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.