{"data":{"id":"us-ok/okla.-stat.-tit.-71-71-452","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 71, § 71-452","heading":"Definitions","body":"As used in this act:\n\n1. \"Administrator\" means the Administrator of the Department of\n\nSecurities;\n\n2. \"Affiliate\" of a person means any person controlling,\n\ncontrolled by or under common control with such person;\n\n3. \"Associate\" of a person means any person acting jointly or\n\nin concert with such person for the purpose of acquiring, holding or\n\ndisposing of, or exercising any voting rights attached to the equity\n\nsecurities of an issuer;\n\n4. \"Equity security\" means:\n\na. any stock or similar security,\n\nb. any security convertible, with or without\n\nconsideration, into such a security,\n\nc. carrying any warrant or right to subscribe to or\n\npurchase such a security,\n\nd. any such warrant or right, or\n\ne. any other security which the Administrator shall deem\n\nto be of similar nature and consider necessary or\n\nappropriate, by such rules as he may prescribe in the\n\npublic interest and for the protection of investors,\n\nto treat as an equity security;\n\n5. \"Offeror\" means a person who makes or in any way\n\nparticipates in making a take-over offer. Offeror does not include\n\nany bank or broker-dealer loaning funds to an offeror in the\n\nordinary course of its business, or any bank, broker-dealer,\n\nattorney, accountant, consultant, employee, or other person\n\nfurnishing information or advice to or performing ministerial duties\n\nfor an offeror, and not otherwise participating in the take-over\n\noffer;\n\n6. \"Offeree\" means the beneficial owner, residing in Oklahoma,\n\nof equity securities which an offeror offers to acquire in\n\nconnection with a take-over offer;\n\n7. \"Take-over offer\" means the offer to acquire any equity\n\nsecurities of a target company from a resident of this state\n\npursuant to a tender offer or request or invitation for tenders, if\n\nthe offeror discloses its intention that after the acquisition of\n\nall securities acquired pursuant to the offer either (1) the offeror\n\nwould be directly or indirectly a beneficial owner of more than ten\n\npercent (10%) of any class of the outstanding equity securities of\n\nthe target company or (2) the beneficial ownership by the offeror of\n\nany class of the outstanding equity securities of the target company\n\nwould be increased by more than five percent (5%). Clause (2) does\n\nnot apply if the offeror discloses its intentions that after the\n\nacquisition of all securities acquired pursuant to the offer the\n\nofferor would not be directly or indirectly a beneficial owner of\n\nmore than ten percent (10%) of any class of the outstanding equity\n\nsecurities of the target company. Take-over offer does not include:\n\na. an offer to exchange the securities of one issuer for\n\nthe securities of another issuer, if the offer is\n\nregistered or exempted from registration under the\n\nOklahoma Securities Act, Section 1 et seq. of Title 71\n\nof the Oklahoma Statutes,\n\nb. an offer in connection with the acquisition of a\n\nsecurity which, together with all other acquisitions\n\nby the offeror of securities of the same class of\n\nequity securities of the issuer, would not result in\n\nthe offeror having acquired more than two percent (2%)\n\nof this class during the preceding twelve-month\n\nperiod,\n\nc. an offer by the issuer to acquire its own equity\n\nsecurities, or\n\nd. an offer in which the target company is an insurance\n\ncompany subject to regulation by the Insurance\n\nCommission of this state, a financial institution\n\nregulated by the Oklahoma Commissioner of Banking or a\n\npublic service utility subject to regulation by the\n\nCorporation Commission of this state;\n\n8. \"Target company\" means an issuer of publicly traded equity\n\nsecurities of which at least twenty percent (20%) of its equity\n\nsecurities are beneficially held by residents of this state and\n\nwhich has substantial assets in this state. For the purpose of this\n\nparagraph, an equity security is publicly traded if a trading market\n\nexists for the security at the time the offeror makes a take-over\n;\n\n8. \"Target company\" means an issuer of publicly traded equity\n\nsecurities of which at least twenty percent (20%) of its equity\n\nsecurities are beneficially held by residents of this state and\n\nwhich has substantial assets in this state. For the purpose of this\n\nparagraph, an equity security is publicly traded if a trading market\n\nexists for the security at the time the offeror makes a take-over\n\noffer for the security. A trading market exists if the security is\n\ntraded on a national securities exchange or on the over-the-counter\n\nmarket; and\n\n9. \"Beneficial owner\" includes, but is not limited to, any\n\nperson who directly or indirectly through any contract, arrangement,\n\nunderstanding, relationship or otherwise has or shares the power to\n\nvote or direct the voting of a security and/or the power to dispose\n\nof, or direct the disposition of, the security. \"Beneficial\n\nownership\" includes, but is not limited to, the right, exercisable\n\nwithin sixty (60) days, to acquire securities through the exercise\n\nof options, warrants or rights or the conversion of convertible\n\nsecurities, or otherwise. The securities subject to these options,\n\nwarrants, rights or conversion privileges held by a person shall be\n\ndeemed to be outstanding for the purpose of computing the percentage\n\nof outstanding securities of the class owned by this person, but\n\nshall not be deemed to be outstanding for the purpose of computing\n\nthe percentage of the class owned by any other person. A person\n\nshall be deemed the beneficial owner of securities beneficially\n\nowned by:\n\na. any relative or spouse or relative of the spouse\n\nresiding in the home of this person,\n\nb. any trust or estate in which this person owns ten\n\npercent (10%) or more of the total beneficial interest\n\nor serves as trustee or executor,\n\nc. any corporation or entity in which this person owns\n\nten percent (10%) or more of the equity, or\n\nd. any affiliate or associate of this person.","path":["OK Code","Title 71"],"source_url":"https://www.oklegislature.gov/OK_Statutes/CompleteTitles/os71.pdf","current_through":"2026-08-14","vintage":"open-us-law v2026.08, retrieved 2026-09-14","retrieved_at":"2026-09-14T18:32:36Z","sha256":"cef135fb73ffc8df707d00ed34d8863ef87c45e1a78c220057606f8378fb5dd7","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-71-71-451","next":"us-ok/okla.-stat.-tit.-71-71-453"},"notice":"GroundRules: Original legal text. Not legal advice."}