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

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

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

"Beneficial owner" includes, but isnot limited to, any person who directly or indirectly through any contract,arrangement, understanding, relationship, or otherwise has or shares the powerto vote or direct the voting of a security or the power to dispose of, ordirect the disposition of, the security.  Beneficial ownership includes, but isnot limited to, the right, exercisable within sixty days, to acquire securitiesthrough the exercise of options, warrants, or rights or the conversion ofconvertible securities, or otherwise.  The securities subject to these options,warrants, rights, or conversion privileges held by a person shall be deemed tobe outstanding securities of the class owned by this person, but shall not bedeemed to be outstanding for the purpose of computing the percentages of theclass owned by any other person.  A person shall be deemed the beneficial ownerof securities beneficially owned by any relative or spouse or relative of thespouse residing in the home of this person, any trust or estate in which thisperson owns ten per cent or more of the total beneficial interest or serves astrustee or executor, any corporation or entity in which this person owns tenper 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 commissionerof securities as provided for in chapter 485A.

"Equity security" means any stock orsimilar security; or any security convertible, with or without consideration,into such a security; or carrying any warrant or right to subscribe to orpurchase such a security; or any such warrant or right; or any other securitywhich the commissioner deems to be of similar nature and considers necessary orappropriate, by such rules as the commissioner may prescribe in the publicinterest 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 inconnection with a take-over offer.

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

"Take-over offer" means the offer toacquire any equity securities of a target company from a resident of this Statepursuant to a tender offer or request or invitation for tenders, if after theacquisition of all securities acquired pursuant to the offer either the offerorwould be directly or indirectly a beneficial owner of more than ten per cent ofany class of the outstanding equity securities of the target company; or thebeneficial ownership by the offeror of any class of the outstanding equitysecurities 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 securitiesacquired pursuant to the offer, the offeror would not be directly or indirectlya beneficial owner of more than ten per cent of any class of the outstandingequity securities of the target company.

Take-over offer does not include:

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

(2)  An offer in connection with the acquisition of asecurity which, together with all other acquisitions by the offeror ofsecurities of the same class of equity securities of the issuer, would notresult in the offeror having acquired more than two per cent of this classduring the preceding twelve-month period;

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

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

"Target company" means an issuer ofpublicly traded equity securities which is organized under the laws of theState or has at least twenty per cent of its equity securities beneficiallyheld by residents of this State, and has substantial assets in this State.  Forthe purposes of this chapter, an equity security is publicly traded if atrading market exists for the security at the time the offeror makes atake-over offer for the security.  A trading market exists if the security istraded on a national securities exchange, whether or not registered pursuant tothe Securities Exchange Act of 1934, or the over-the-counter market. [L 1985, c32, 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.