409.561. If the takeover bid is not subject to therequirements of section 14(d) of the Securities Exchange Act of1934, 15 U.S.C. 78n(d), the following additional requirementsshall apply to the takeover bid:
(1) The takeover bid shall be made on the same terms to allofferees holding the same class or series of securities;
(2) The period of time within which equity securities may bedeposited pursuant to a takeover bid shall not be less thanthirty business days;
(3) Equity securities deposited pursuant to a takeover bidmay be withdrawn at any time until the expiration of thirtybusiness days after the commencement of the takeover bid and atany time after the expiration of sixty-five days from thecommencement of the takeover bid, if the shares have not beenpurchased, and until the expiration of ten business daysfollowing the date of commencement of another offeror's takeoverbid for the same equity securities if the shares have not beenpurchased and if the bidder has received notice or otherwise hasknowledge of the commencement of such takeover bid;
(4) Where a takeover bid is made for less than all theoutstanding equity securities of a class and where a greaternumber of such securities is deposited pursuant thereto than theofferor is bound or willing to take up and pay for, thesecurities taken up and paid for by the offeror shall be taken upand paid for as nearly as possible on a pro rata basis,disregarding fractions, according to the number of securitiesdeposited by each shareholder;
(5) Where an offeror increases the consideration offered ina takeover bid, the offeror shall pay the increased considerationfor all equity securities accepted, whether such securities havebeen accepted by the offeror before or after the increase inconsideration;
(6) Within ten days of the filing of a registrationstatement as required by section 409.511 the commissioner ofsecurities may schedule a public hearing or hearings or conductsuch investigation as he deems necessary concerning any takeoverbid for the purpose of determining compliance with therequirements of sections 409.500 to 409.566. Any such hearing orinvestigation shall be declared by order of the commissioner ofsecurities. Any initial hearing shall commence within twentydays of the filing of a registration statement;
(7) In the event the commissioner of securities shallschedule a public hearing or otherwise conduct an investigationpursuant to subdivision (6) of this section, the commissioner ofsecurities may also, in his discretion, issue an order stayingthe offeror from purchasing or paying for any shares tendered inresponse to its takeover bid at any time prior to such purchasingor paying for shares tendered. Every person shall comply withevery such order;
(8) In the event the attorney shall issue a stay paymentorder pursuant to subdivision (7) of this section, thecommissioner of securities shall, no later than thirty days fromthe issuance of such stay payment order, issue an ordercontaining his findings of fact and conclusions of law;
(9) Any stay payment order issued by the commissioner ofsecurities pursuant to subdivision (7) of this section shallautomatically expire within sixty days from its issuance exceptwhere the commissioner of securities has in his order containingfindings of fact and conclusions of law conditioned the purchaseand payment for shares tendered upon changes or modifications inthe registration statement, in which event any stay payment ordershall be vacated by the commissioner of securities after he issatisfied that such changes or modifications have been publiclydisseminated to offerees;
(10) The commissioner of securities may apply, on notice tothe offeror and the target company, to a court of competentjurisdiction, and such court may grant an application, for goodcause, to extend any of the time periods set forth in thissection if an extension is necessary for the protection ofofferees.
409.561. If the takeover bid is not subject to therequirements of section 14(d) of the Securities Exchange Act of1934, 15 U.S.C. 78n(d), the following additional requirementsshall apply to the takeover bid:
(1) The takeover bid shall be made on the same terms to allofferees holding the same class or series of securities;
(2) The period of time within which equity securities may bedeposited pursuant to a takeover bid shall not be less thanthirty business days;
(3) Equity securities deposited pursuant to a takeover bidmay be withdrawn at any time until the expiration of thirtybusiness days after the commencement of the takeover bid and atany time after the expiration of sixty-five days from thecommencement of the takeover bid, if the shares have not beenpurchased, and until the expiration of ten business daysfollowing the date of commencement of another offeror's takeoverbid for the same equity securities if the shares have not beenpurchased and if the bidder has received notice or otherwise hasknowledge of the commencement of such takeover bid;
(4) Where a takeover bid is made for less than all theoutstanding equity securities of a class and where a greaternumber of such securities is deposited pursuant thereto than theofferor is bound or willing to take up and pay for, thesecurities taken up and paid for by the offeror shall be taken upand paid for as nearly as possible on a pro rata basis,disregarding fractions, according to the number of securitiesdeposited by each shareholder;
(5) Where an offeror increases the consideration offered ina takeover bid, the offeror shall pay the increased considerationfor all equity securities accepted, whether such securities havebeen accepted by the offeror before or after the increase inconsideration;
(6) Within ten days of the filing of a registrationstatement as required by section 409.511 the commissioner ofsecurities may schedule a public hearing or hearings or conductsuch investigation as he deems necessary concerning any takeoverbid for the purpose of determining compliance with therequirements of sections 409.500 to 409.566. Any such hearing orinvestigation shall be declared by order of the commissioner ofsecurities. Any initial hearing shall commence within twentydays of the filing of a registration statement;
(7) In the event the commissioner of securities shallschedule a public hearing or otherwise conduct an investigationpursuant to subdivision (6) of this section, the commissioner ofsecurities may also, in his discretion, issue an order stayingthe offeror from purchasing or paying for any shares tendered inresponse to its takeover bid at any time prior to such purchasingor paying for shares tendered. Every person shall comply withevery such order;
(8) In the event the attorney shall issue a stay paymentorder pursuant to subdivision (7) of this section, thecommissioner of securities shall, no later than thirty days fromthe issuance of such stay payment order, issue an ordercontaining his findings of fact and conclusions of law;
(9) Any stay payment order issued by the commissioner ofsecurities pursuant to subdivision (7) of this section shallautomatically expire within sixty days from its issuance exceptwhere the commissioner of securities has in his order containingfindings of fact and conclusions of law conditioned the purchaseand payment for shares tendered upon changes or modifications inthe registration statement, in which event any stay payment ordershall be vacated by the commissioner of securities after he issatisfied that such changes or modifications have been publiclydisseminated to offerees;
(10) The commissioner of securities may apply, on notice tothe offeror and the target company, to a court of competentjurisdiction, and such court may grant an application, for goodcause, to extend any of the time periods set forth in thissection if an extension is necessary for the protection ofofferees.
409.561. If the takeover bid is not subject to therequirements of section 14(d) of the Securities Exchange Act of1934, 15 U.S.C. 78n(d), the following additional requirementsshall apply to the takeover bid:
(1) The takeover bid shall be made on the same terms to allofferees holding the same class or series of securities;
(2) The period of time within which equity securities may bedeposited pursuant to a takeover bid shall not be less thanthirty business days;
(3) Equity securities deposited pursuant to a takeover bidmay be withdrawn at any time until the expiration of thirtybusiness days after the commencement of the takeover bid and atany time after the expiration of sixty-five days from thecommencement of the takeover bid, if the shares have not beenpurchased, and until the expiration of ten business daysfollowing the date of commencement of another offeror's takeoverbid for the same equity securities if the shares have not beenpurchased and if the bidder has received notice or otherwise hasknowledge of the commencement of such takeover bid;
(4) Where a takeover bid is made for less than all theoutstanding equity securities of a class and where a greaternumber of such securities is deposited pursuant thereto than theofferor is bound or willing to take up and pay for, thesecurities taken up and paid for by the offeror shall be taken upand paid for as nearly as possible on a pro rata basis,disregarding fractions, according to the number of securitiesdeposited by each shareholder;
(5) Where an offeror increases the consideration offered ina takeover bid, the offeror shall pay the increased considerationfor all equity securities accepted, whether such securities havebeen accepted by the offeror before or after the increase inconsideration;
(6) Within ten days of the filing of a registrationstatement as required by section 409.511 the commissioner ofsecurities may schedule a public hearing or hearings or conductsuch investigation as he deems necessary concerning any takeoverbid for the purpose of determining compliance with therequirements of sections 409.500 to 409.566. Any such hearing orinvestigation shall be declared by order of the commissioner ofsecurities. Any initial hearing shall commence within twentydays of the filing of a registration statement;
(7) In the event the commissioner of securities shallschedule a public hearing or otherwise conduct an investigationpursuant to subdivision (6) of this section, the commissioner ofsecurities may also, in his discretion, issue an order stayingthe offeror from purchasing or paying for any shares tendered inresponse to its takeover bid at any time prior to such purchasingor paying for shares tendered. Every person shall comply withevery such order;
(8) In the event the attorney shall issue a stay paymentorder pursuant to subdivision (7) of this section, thecommissioner of securities shall, no later than thirty days fromthe issuance of such stay payment order, issue an ordercontaining his findings of fact and conclusions of law;
(9) Any stay payment order issued by the commissioner ofsecurities pursuant to subdivision (7) of this section shallautomatically expire within sixty days from its issuance exceptwhere the commissioner of securities has in his order containingfindings of fact and conclusions of law conditioned the purchaseand payment for shares tendered upon changes or modifications inthe registration statement, in which event any stay payment ordershall be vacated by the commissioner of securities after he issatisfied that such changes or modifications have been publiclydisseminated to offerees;
(10) The commissioner of securities may apply, on notice tothe offeror and the target company, to a court of competentjurisdiction, and such court may grant an application, for goodcause, to extend any of the time periods set forth in thissection if an extension is necessary for the protection ofofferees.
