Oklahoma § 71-456 - Actions of offeror - Limitations

§ 71-456. Actions of offeror - Limitations

A. No offeror may make a take-over offer which is not made to

shareholders in this state on substantially the same terms as the

offer is made to shareholders outside of this state.

B. An offeror shall provide that any equity securities of a

target company deposited or tendered pursuant to a take-over offer

may be withdrawn by or on behalf of any offeree at any time within

seven (7) days from the date the offer has become effective under

this act and after sixty (60) days from the date the offer has

become effective under this act, except as the Administrator of the

Department of Securities may otherwise prescribe by rule or order

for the protection of investors.

C. If an offeror makes a take-over offer for less than all the

outstanding equity securities of any class, and if the number of

securities deposited or tendered pursuant thereto within ten (10)

days after the offer has become effective under this act and copies

of the offer, or notice of any increase in the consideration

offered, are first published or sent or given to security holders is

greater than the number the offeror has offered to accept and pay

for, the securities shall be accepted pro rata, disregarding

fractions, according to the number of securities deposited or

tendered by each offeree.

D. If an offeror varies the terms of a take-over offer before

its expiration date by increasing the consideration offered to

security holders, 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 variation in the

terms of the offer.

Oklahoma Statutes - Title 71. Securities

E. No offeror may make a take-over offer or acquire any equity

securities in this state pursuant to the take-over offer, at any

time when any injunction or cease and desist order is in effect

against the offeror based upon a violation of any provision of this

act or the Oklahoma Securities Act.

F. No offeror may acquire, remove or exercise control, directly

or indirectly, over any target company assets located in this state

pursuant to a take-over offer at any time when any injunction or

cease and desist order is in effect against the offeror based upon a

violation of any provision of this act or the Oklahoma Securities

Act.

Added by Laws 1985, c. 285, § 6, emerg. eff. July 22, 1985.