2016 Oklahoma Statutes
Title 71. Securities
§71-414. Definitions.

As used in this act:

1. "Multinational take-over bid" means the acquisition by a multinational corporation of or offer by a multinational corporation to acquire, pursuant to a tender offer or request or invitation for tenders, any equity security of a multinational corporation organized under the laws of this state or having its principal place of business and substantial assets within this state, if after acquisition thereof the offeror would, directly or indirectly, be a record or beneficial owner of more than ten percent (10%) of any class of the issued and outstanding equity securities of such corporation. "Multinational corporation take-over bid" shall not mean:

a.bids made by a dealer for his own account in the ordinary course of his business of buying and selling such security,

b.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 act, and not involving any public offering of such other securities within the meaning of section 4 of title I of the "Securities Act of 1933," 48 Stat. 77, 15 U.S.C. 77d (2); as amended,

c.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 persons, in good faith and not for the purpose of avoiding this act, and

d.any tender offer or request or invitation for tenders to which the target company consents, by action of its board of directors, if such board of directors has recommended acceptance thereof to shareholders and the terms thereof, including any inducements to officers or directors which are not made available to all shareholders, have been furnished to shareholders;

2. "Offeror" means a person who makes, or in any way participates or aids in making, a multinational corporation take-over 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 multinational corporation take-over bid is made;

3. "Offeree" means the beneficial or record owner of securities which an offeror acquires or offers to acquire in connection with a multinational corporation take-over bid;

4. "Multinational corporation" means a corporation incorporated in or having assets or operations in one or more countries other than the United States, or a corporation controlling, controlled by or under common control with a corporation incorporated in or having assets or operations in one or more such countries;

5. "Target company" means a corporation whose securities are or are to be the subject of a multinational corporation take-over bid;

6. "Equity security" means any shares or similar securities, or any securities convertible into such securities, or carrying any warrant or right to subscribe to or purchase such securities, or any such warrant or right, or any other security which, for the protection of security holders, is treated as an equity security pursuant to regulations of the Oklahoma Securities Commission; and

7. "Administrator" means the Securities Administrator appointed by the Oklahoma Securities Commission.

Added by Laws 1980, c. 300, § 1, emerg. eff. June 12, 1980.