N.Y. Business Corporation Law § 1601: Definitions

§ 1601. Definitions.

As used in this article, the following terms shall have the following

meanings:

(a) "Takeover bid" means the acquisition of or offer to acquire by an

offeror from an offeree, pursuant to a tender offer or request or

invitation for tenders, any equity security of a target company, if

after acquisition thereof the offeror would, directly or indirectly, be

a beneficial owner of more than five percent of any class of the issued

and outstanding equity securities of such target company.

Such term does not include:

(1) Bids made by a dealer for his own account in the ordinary course

of his business of buying and selling such security;

(2) An offer to acquire such equity security solely in exchange for

other securities, or the acquisition of such equity security pursuant to

such offer, for the sole account of the offeror, in good faith and not

for the purpose of avoiding this section, and not involving any public

offering of such other securities within the meaning of section four of

title one of the "Securities Act of 1933", (48 Stat. 77, 15 U.S.C. 77 d

(2)); as amended;

(3) Any other offer to acquire an equity security, or the acquisition

of such equity security pursuant to such offer, for the sole account of

the offeror, from not more than fifty offerees, in good faith and not

for the purpose of avoiding the provisions of this article;

(4) Any offer or class of offer where, prior to making the offer, the

offeror beneficially owns, directly or indirectly, a majority of the

voting equity securities of the target company;

(b) "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 securities for which such takeover bid is made.

An "offeror" includes an issuer of securities whose securities are or

are to be the subject of a takeover bid whether or not the issuer, upon

acquisition, will become the beneficial owner of such securities. "An

offeror" does not include any bank or broker-dealer in securities

loaning funds to the offeror in the ordinary course of the business of

the bank or broker-dealer in securities and not otherwise participating

in the takeover bid, or any bank, broker-dealer in securities, attorney,

accountant or consultant furnishing information or advice to an offeror

and not otherwise participating in the takeover bid.

(c) "Offeree" means the beneficial owner, residing in this state, of

securities which an offeror acquires or offers to acquire in connection

with a takeover bid.

(d) "Target company" means a corporation, organized under the laws of

this state and having its principal executive offices or significant

business operations located within this state.

(e) "Equity security" means any stock, bond, or other obligation of a

target company, the holder of which has the right to vote for the

election of members of the board of directors, or those exercising a

similar function if the target company is not a corporation, of such

target company. Equity security includes any security convertible into

an equity security, and also includes any right, option or warrant to

purchase an equity security.