§417E-1  Definitions.  As used in this
chapter, unless the context otherwise requires:



"Affiliate" of a person means any
person controlling, controlled by, or under common control with such person.



"Associate" of a person means any
person acting jointly or in concert with such person for the purpose of
acquiring, holding or disposing of, or exercising any voting rights attached to
the equity securities of an issuer.



"Beneficial owner" includes, but is
not limited to, any person who directly or indirectly through any contract,
arrangement, understanding, relationship, or otherwise has or shares the power
to vote or direct the voting of a security or the power to dispose of, or
direct the disposition of, the security.  Beneficial ownership includes, but is
not limited to, the right, exercisable within sixty days, to acquire securities
through the exercise of options, warrants, or rights or the conversion of
convertible securities, or otherwise.  The securities subject to these options,
warrants, rights, or conversion privileges held by a person shall be deemed to
be outstanding securities of the class owned by this person, but shall not be
deemed to be outstanding for the purpose of computing the percentages of the
class owned by any other person.  A person shall be deemed the beneficial owner
of securities beneficially owned by any relative or spouse or relative of the
spouse residing in the home of this person, any trust or estate in which this
person owns ten per cent or more of the total beneficial interest or serves as
trustee or executor, any corporation or entity in which this person owns ten
per cent or more of the equity, and any affiliate or associate of this person.



"Broker-dealer" means a
"broker-dealer" as defined in section 485A-102.



"Commissioner" means the commissioner
of securities as provided for in chapter 485A.



"Equity security" means any stock or
similar security; or any security convertible, with or without consideration,
into such a security; or carrying any warrant or right to subscribe to or
purchase such a security; or any such warrant or right; or any other security
which the commissioner deems to be of similar nature and considers necessary or
appropriate, by such rules as the commissioner may prescribe in the public
interest and for the protection of investors, to treat as an equity security.



"Offeree" means the beneficial owner,
residing in Hawaii, of equity securities which an offeror offers to acquire in
connection with a take-over offer.



"Offeror" means a person who makes or
in any way participates in making a take-over offer.  Offeror does not include
any bank or broker-dealer loaning funds to an offeror in the ordinary course of
its business, or any bank, broker-dealer, attorney, accountant, consultant,
employee, or other person furnishing information or advice to or performing
ministerial duties for an offeror, and not otherwise participating in the
take-over offer.



"Take-over offer" means the offer to
acquire any equity securities of a target company from a resident of this State
pursuant to a tender offer or request or invitation for tenders, if after the
acquisition of all securities acquired pursuant to the offer either the offeror
would be directly or indirectly a beneficial owner of more than ten per cent of
any class of the outstanding equity securities of the target company; or the
beneficial ownership by the offeror of any class of the outstanding equity
securities of the target company would be increased by more than five per cent,
provided that this does not apply if after the acquisition of all securities
acquired pursuant to the offer, the offeror would not be directly or indirectly
a beneficial owner of more than ten per cent of any class of the outstanding
equity securities of the target company.



Take-over offer does not include:



(1)  An offer to exchange the securities of one issuer
for the securities of another issuer, if the offer is registered or exempt from
registration under this chapter;



(2)  An offer in connection with the acquisition of a
security which, together with all other acquisitions by the offeror of
securities of the same class of equity securities of the issuer, would not
result in the offeror having acquired more than two per cent of this class
during the preceding twelve-month period;



(3)  An offer by the issuer to acquire its own equity
securities;



(4)  An offer which is approved in writing by the
board of directors of the target company.



"Target company" means an issuer of
publicly traded equity securities which is organized under the laws of the
State or has at least twenty per cent of its equity securities beneficially
held by residents of this State, and has substantial assets in this State.  For
the purposes of this chapter, an equity security is publicly traded if a
trading market exists for the security at the time the offeror makes a
take-over offer for the security.  A trading market exists if the security is
traded on a national securities exchange, whether or not registered pursuant to
the Securities Exchange Act of 1934, or the over-the-counter market. [L 1985, c
32, pt of §2; am L 2001, c 129, §59; am L 2006, c 229, §9; am L 2007, c 9, §17]



 



Revision Note



 



  Definitions rearranged.