(a) No offeror shall make a takeover offer if the offeror beneficially owns, directly or indirectly, five percent (5%) or more of any class of the equity securities of the offeree company, any of which were purchased within one (1) year before the proposed takeover offer, unless the offeror, before making such purchase, has made a public announcement of the offeror’s intention with respect to changing or influencing the management or control of the offeree company, has made a full, fair and effective disclosure of such intention to the persons from whom the offeror intends to acquire such securities, and has filed with the commissioner and with the offeree company a statement signifying such intentions and containing such additional information as the commissioner by rule prescribes.

Terms Used In Tennessee Code 48-103-103

  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Class: when used with reference to membership interests, means a category of membership interests that differs in one (1) or more rights or preferences from another category of membership interests of the LLC. See Tennessee Code 48-202-101
  • Commissioner: means the commissioner of commerce and insurance. See Tennessee Code 48-103-102
  • control: means the possession, direct or indirect, of the power to direct or cause the direction of the management or policies of a person, whether through the ownership of voting securities, by contract, or otherwise. See Tennessee Code 48-103-102
  • Offeree: means the record holder and beneficial owner of equity securities which an offeror acquires or offers to acquire in connection with a takeover offer. See Tennessee Code 48-103-102
  • Offeree company: means a corporation or other issuer of equity securities which is incorporated or organized under the laws of this state or has its principal office in this state, which has substantial assets located in this state, and which is or may be involved in a takeover offer relating to any class of its equity securities. See Tennessee Code 48-103-102
  • Offeror: means a person who makes or in any way participates in making a takeover offer, and includes all affiliates and associates of that person and all persons acting jointly or in concert for the purpose of acquiring, holding or disposing of or exercising any voting rights attaching to the equity securities for which a takeover offer is made. See Tennessee Code 48-103-102
  • Owners: means members in the case of an LLC, shareholders in the case of a corporation, partners in the case of general or limited partnerships and the equivalent with respect to other entities. See Tennessee Code 48-202-101
  • Record: means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in a perceivable form. See Tennessee Code 1-3-105
  • State: when applied to the different parts of the United States, includes the District of Columbia and the several territories of the United States. See Tennessee Code 1-3-105
  • Takeover offer: means the offer to acquire or the acquisition of any equity security of an offeree company, pursuant to a tender offer or request or invitation for tenders, if after the acquisition thereof the offeror would be directly or indirectly a beneficial owner of more than ten percent (10%) of any class of the outstanding equity securities of the offeree company. See Tennessee Code 48-103-102
  • Year: means a calendar year, unless otherwise expressed. See Tennessee Code 1-3-105
(b) No offeror may make a takeover offer involving an offeree company which is not made to the holders of record or beneficial owners of the equity securities of the offeree company who reside in this state, or which is not made to such persons on substantially the same terms as the offer is made to those holders or owners who reside outside this state.
(c) An offeror shall provide that any equity securities of an offeree company deposited or tendered pursuant to a takeover offer may be withdrawn by or on behalf of any offeree at any time within seven (7) days from the date the offer has become effective under this part, or after sixty (60) days from the date the offer has become effective under this part, except as the commissioner may otherwise prescribe by rule or order for the protection of investors.
(d) If an offeror makes a takeover offer for less than all the outstanding equity securities of any class, and if the number of securities deposited or tendered pursuant thereto within ten (10) days after the offer has become effective under this part and copies of the offer or notice of any increase in the consideration offered, are first published or sent or given to offerees is greater than the number the offeror has offered to accept and pay for, the securities shall be accepted pro rata, disregarding fractions, according to the number of securities deposited or tendered by or on behalf of each offeree.
(e) If an offeror varies the terms of a takeover offer before its expiration date by increasing the consideration offered to offerees, the offeror shall pay the increased consideration for all equity securities accepted, whether such securities have been accepted by the offeror before or after the variation in the terms of the offer.
(f) No offeror may acquire, remove or exercise control, directly or indirectly, over any assets of an offeree company located in this state in connection with a takeover offer unless the takeover offer is effective or exempt under this part, except as permitted by order of the commissioner.
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