49:5-10. Voting of securities; restrictions
No security of a target company acquired pursuant to a takeover bid in contravention of the provisions of this act or of any rule, regulation or order issued by the bureau chief hereunder may be voted at any shareholders' meeting, or may be counted for quorum purposes, and any action of shareholders requiring the affirmative vote of a percentage of shares may be taken as though such securities were not issued and outstanding; but no action taken at any such meeting shall be invalidated by the voting of such securities, unless the action would materially affect control of the target company or unless a court of this State has so ordered. If a target company or the bureau chief has reason to believe that any equity security of the target company has been or is about to be acquired in contravention of the provisions of this act or of any rule, regulation, or order issued by the bureau chief hereunder, the target company or the bureau chief may apply to the Superior Court to enjoin any such acquisition, to enjoin the voting of any security so acquired, to void any vote of such security already cast at any meeting of shareholders, and for such other equitable relief as the nature of the case and the interests of the target company's securityholders, employees, customers or creditors or of the public may require.
In any case where an offeror has acquired or is proposing to acquire any voting securities in violation of this act or any rule, regulation or order issued by the bureau chief hereunder, the Superior Court may, on such notice as the court deems appropriate, upon the application of the target company or the bureau chief seize or sequester any voting securities of the target company owned directly or indirectly by such offeror and issue such orders with respect thereto as may be appropriate to effectuate the provisions of this act. Notwithstanding any other provisions of law, for the purposes of this act the situs of the ownership of the securities of target companies shall be deemed to be in this State.
L.1977, c. 76, s. 10, eff. April 27, 1977.
Structure New Jersey Revised Statutes
Section 49:2-1 - Obligations of United States; authority to act as selling and issuing agents
Section 49:2-4 - Form of obligation
Section 49:2-5 - Contracts regarding servicing of obligations
Section 49:2-6 - Execution of obligation; signature
Section 49:2-7 - Powers as supplemental; inconsistent laws
Section 49:2A-1 - Short title.
Section 49:2A-2 - Findings, determinations.
Section 49:2A-3 - Definitions.
Section 49:2A-4 - Allocation of State volume cap.
Section 49:2A-5 - Annual report.
Section 49:2B-4 - Amount authorized
Section 49:2B-5 - Refunding bonds, terms
Section 49:2B-6 - Issuing officials
Section 49:2B-8 - Authentication
Section 49:2B-10 - Issues as separate series, interest payable
Section 49:2B-12 - Temporary bonds
Section 49:2B-13 - Application of proceeds
Section 49:2B-14 - Application of trust amounts
Section 49:2B-15 - Replacement of lost bonds or coupons
Section 49:2B-16 - Application of accrued interest
Section 49:2B-18 - Bonds secured by amounts in trust
Section 49:2B-19 - Appropriations
Section 49:2B-20 - Insufficiency of funds
Section 49:2B-21 - Reports, legislative authority
Section 49:3-47 - Title amended; "act" defined.
Section 49:3-49 - Definitions relative to Uniform Securities Law.
Section 49:3-50 - Exemptions of certain securities.
Section 49:3-51 - Applicability of act.
Section 49:3-52 - Unlawful activities
Section 49:3-52.1 - Prohibitions relative to securities.
Section 49:3-52.2 - Sales of securities, misleading use of senior-specific certifications.
Section 49:3-53 - Prohibited practices relative to investment adviser.
Section 49:3-54 - False, misleading statements.
Section 49:3-55 - Determination of validity of filed document.
Section 49:3-56 - Registration required.
Section 49:3-57 - Obtaining initial, renewal registration.
Section 49:3-58 - Denial, suspension, revocation of registration.
Section 49:3-59 - Maintenance of records, examination.
Section 49:3-60 - Offer or sale of securities, lawful; conditions.
Section 49:3-60.1 - Documents required to be filed.
Section 49:3-61 - Registration of security by qualification.
Section 49:3-61.1 - Coordination with federal registration.
Section 49:3-61.2 - Registration by notification.
Section 49:3-62 - Filing of registration statement, fee.
Section 49:3-63 - Filing of materials distributed to prospective investors.
Section 49:3-64 - Issuance of stop order.
Section 49:3-65 - Handling of filed documents.
Section 49:3-66 - Administration of act.
Section 49:3-67 - Rules, forms, orders from bureau chief.
Section 49:3-68 - Powers of bureau chief.
Section 49:3-68.1 - Restraints ordered by bureau chief.
Section 49:3-69 - Enforcement actions by bureau chief.
Section 49:3-70 - Violations, penalties.
Section 49:3-70.1 - Violations, civil penalties.
Section 49:3-71 - Action for deceit; liability.
Section 49:3-72 - Nonapplicability of act.
Section 49:3-73 - Consent to bureau chief as attorney for service of process.
Section 49:3-75 - Construction of act.
Section 49:3-76 - Severability of provisions
Section 49:3-77 - Information provided to prospective investors.
Section 49:3-78 - Agreements relative to exempted transaction.
Section 49:3-79 - Promulgation of legend, investor certification.
Section 49:3-80 - Requirements for Internet site.
Section 49:3-81 - Quarterly report to investors.
Section 49:3-82 - Criteria for disqualifying issuers from claiming exemption.
Section 49:3-83 - Regulations.
Section 49:3-84 - Short title.
Section 49:3-85 - Definitions relative to financial exploitation of vulnerable adults.
Section 49:3-86 - Notification to bureau, county adult protective services provider.
Section 49:3-87 - Notification of certain third party.
Section 49:3-88 - Delay of transaction, disbursement.
Section 48:3-89 - Provision of access to records.
Section 49:4-1 - Security; governing instrument defined
Section 49:4-2 - Shredding in lieu of cremation or incineration
Section 49:5-4 - Permission to proceed; hearings
Section 49:5-5 - Mailing shareholders; payment of expenses
Section 49:5-6 - Time for filing
Section 49:5-7 - Investigations
Section 49:5-8 - Prohibited acts
Section 49:5-9 - Takeover offer
Section 49:5-10 - Voting of securities; restrictions
Section 49:5-11 - Promulgation of regulations
Section 49:5-13 - Criminal penalties
Section 49:5-14 - Civil penalties
Section 49:5-15 - Rights and remedies
Section 49:5-16 - Conflict with other laws
Section 49:5-17 - Appeals procedure; judicial review; in lieu of prerogative writ
Section 49:5-18 - Severability clause
Section 49:5-19 - Application of Takeover Bid Disclosure Law