Oklahoma § 71-414 - Definitions

§ 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

Oklahoma Statutes - Title 71. Securities

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 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 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

Oklahoma Statutes - Title 71. Securities

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.