New Jersey § 49:5-8

§ 49:5-8.

No person shall engage in any fraudulent, deceptive or manipulative acts or practices

in connection with a takeover offer. Fraudulent, deceptive and manipulative acts or practices include, without limitation: a. Solicitation of any offeree for acceptance or rejection of a takeover offer, or

acquisition of any equity security of a target company pursuant to a takeover offer,

that has not been permitted to proceed or exempt under this act. b. Publication or use in connection with the offer of any untrue statement of material

fact or omitting to state a material fact necessary in order to make the statements

made, in light of the circumstances under which they were made, not misleading, but

not including the mailing by a target company to the record or beneficial owners of

its equity securities of solicitation materials published by an offeror. c. Sale by any officer, director, affiliate or associate of a target company of all

or any part of their equity securities to the offeror at a price higher than that

to be paid to the offerees pursuant to the offer, unless the sales are made at the

then existing market price. d. Acquisition by the offeror, after announcement of the takeover offer and prior

to its termination, of equity securities of the target company otherwise than pursuant

to the takeover offer.