North Dakota Code 26.1-06-01 – Definitions
As used in this chapter, unless the context or subject matter otherwise requires:
Terms Used In North Dakota Code 26.1-06-01
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Person: means an individual, organization, government, political subdivision, or government agency or instrumentality. See North Dakota Code 1-01-49
1. “Equity security” means any shares or similar securities, or voting trust certificates, or any securities convertible into such securities.
2. “Horizontal combination” means two or more corporations each of which has a majority of its equity securities owned by the same other corporation.
3. “Offeree” means the beneficial or record owner of equity securities which an offeror acquires or offers to acquire in connection with a takeover bid.
4. “Offeror” means a person who makes or in any way participates or aids in making a 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 equity securities for which the takeover bid is made.
5. “Takeover bid” means the acquisition of, or offer to acquire, pursuant to a tender offer or request or invitation for tenders, any equity security of a North Dakota domestic insurance company, if after acquisition thereof the offeror would, directly or indirectly, be a record or beneficial owner of more than five percent of any class of the issued and outstanding equity securities of such corporation. A takeover bid does not include: a. A bid made by a dealer for the dealer’s own account in the ordinary course of the dealer’s business of buying and selling the security.
b. Any offer to acquire or acquisition of an equity security pursuant to the offer, for the sole account of the offeror, from not more than twenty persons, in good faith and not for the purpose of avoiding this chapter.
c. Any tender offer or request or invitation for tenders to which the target company consents, by action of its board of directors, if the board has recommended acceptance to shareholders and the terms, including notice of any inducements to officers or directors which are not made available to all shareholders, have been furnished to shareholders.
6. “Target company” means a corporation whose equity securities are or are to be the subject of a takeover bid.
7. “Vertical combination” means a chain of ownership in which one corporation has a majority of its equity securities owned by another corporation and which chain of corporate ownership may or may not continue through other corporations in which a majority of the equity securities of one corporation are owned by another.