§417E-5  Limitations on offerors.  (a) No offeror may make a take-over offer which is not made to stockholders in thisState on substantially the same terms as the offer is made to stockholdersoutside this State.

(b)  An offeror shall provide that any equitysecurities of a target company deposited or tendered pursuant to a take-overoffer may be withdrawn by or on behalf of any offeree at any time within sevendays from the date the offer has become effective under this chapter and aftersixty days from the date the offer has become effective under this chapter,except as the commissioner may otherwise prescribe by rule or order for theprotection of investors.

(c)  If an offeror makes a take-over offer forless than all the outstanding equity securities of any class, and if the numberof securities deposited or tendered pursuant thereto within ten days after theoffer has become effective under this chapter and copies of the offer, ornotice of any increase in the consideration offered, are first published orsent or given to security holders is greater than the number the offeror hasoffered to accept and pay for, the securities shall be accepted pro rata,disregarding fractions, according to the number of securities deposited ortendered by each offeree.

(d)  If an offeror varies the terms of atake-over offer before its expiration date by increasing the considerationoffered to the security holders, the offeror shall pay the increasedconsideration for all equity securities accepted, whether such securities havebeen accepted by the offeror before or after the variation in the terms of theoffer.

(e)  No offeror shall make a take-over offer oracquire any equity securities in this State pursuant to the take-over offer, atany time when any proceeding by the commissioner is pending against the offeroralleging a violation of any provision of this chapter or chapter 485A.

(f)  No offeror shall acquire, remove, orexercise control, directly or indirectly, over any target company assetslocated in this State pursuant to a take-over offer at any time when anyproceeding by the commissioner is pending against the offeror alleging aviolation of any provision of this chapter.

(g)  No offeror shall acquire from any residentof this State in any manner any equity securities of any class of a targetcompany at any time within two years following the last purchase of securitiespursuant to a take-over offer with respect to that class, including, but notlimited to, acquisitions made by purchase, exchange, merger, consolidation,partial or complete liquidation, redemption, reverse stock split,recapitalization, reorganization, or any other similar transaction, unless theholders of the equity securities are afforded, at the time of the acquisition,a reasonable opportunity to dispose of the securities to the offeror uponsubstantially equivalent terms as those provided in the earlier take-overoffer. [L 1985, c 32, pt of §2; am L 2006, c 229, §10]