Oklahoma Statutes
Title 71. Securities
§71-452. Definitions.

As used in this act:

1. "Administrator" means the Administrator of the Department of Securities;
2. "Affiliate" of a person means any person controlling, controlled by or under common control with such person;
3. "Associate" of a person means any person acting jointly or in concert with such person for the purpose of acquiring, holding or disposing of, or exercising any voting rights attached to the equity securities of an issuer;
4. "Equity security" means:
5. "Offeror" means a person who makes or in any way participates in making a take-over offer. Offeror does not include any bank or broker-dealer loaning funds to an offeror in the ordinary course of its business, or any bank, broker-dealer, attorney, accountant, consultant, employee, or other person furnishing information or advice to or performing ministerial duties for an offeror, and not otherwise participating in the take-over offer;
6. "Offeree" means the beneficial owner, residing in Oklahoma, of equity securities which an offeror offers to acquire in connection with a take-over offer;
7. "Take-over offer" means the offer to acquire any equity securities of a target company from a resident of this state pursuant to a tender offer or request or invitation for tenders, if the offeror discloses its intention that after the acquisition of all securities acquired pursuant to the offer either (1) 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 target company or (2) the beneficial ownership by the offeror of any class of the outstanding equity securities of the target company would be increased by more than five percent (5%). Clause (2) does not apply if the offeror discloses its intentions that after the acquisition of all securities acquired pursuant to the offer the offeror would not be directly or indirectly a beneficial owner of more than ten percent (10%) of any class of the outstanding equity securities of the target company. Take-over offer does not include:
8. "Target company" means an issuer of publicly traded equity securities of which at least twenty percent (20%) of its equity securities are beneficially held by residents of this state and which has substantial assets in this state. For the purpose of this paragraph, an equity security is publicly traded if a trading market exists for the security at the time the offeror makes a take-over offer for the security. A trading market exists if the security is traded on a national securities exchange or on the over-the-counter market; and
9. "Beneficial owner" includes, but is not limited to, any person who directly or indirectly through any contract, arrangement, understanding, relationship or otherwise has or shares the power to vote or direct the voting of a security and/or the power to dispose of, or direct the disposition of, the security. "Beneficial ownership" includes, but is not limited to, the right, exercisable within sixty (60) days, to acquire securities through the exercise of options, warrants or rights or the conversion of convertible securities, or otherwise. The securities subject to these options, warrants, rights or conversion privileges held by a person shall be deemed to be outstanding for the purpose of computing the percentage of outstanding securities of the class owned by this person, but shall not be deemed to be outstanding for the purpose of computing the percentage of the class owned by any other person. A person shall be deemed the beneficial owner of securities beneficially owned by:
Added by Laws 1985, c. 285, § 2, emerg. eff. July 22, 1985.

Structure Oklahoma Statutes