RSA 421-A:2 · Definitions

421-A:2 Definitions. – In this chapter:

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I.

[Repealed.] I-a. "Secretary of state" means the secretary of state or designee.

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II.

"Equity security" means any stock, bond, or other obligation of a corporation, the holder of which has the right to vote on any matter by virtue of the articles of incorporation, bylaws or governing instrument of such corporation or for the election of members of the board of directors of such corporation. "Equity security" includes any security convertible into equity security, and also includes any right, option or warrant to purchase an equity security.

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III.

"Offeree" means the beneficial or record owner of securities which an offeror acquires or offers to acquire in connection with a takeover bid.

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IV.

"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" does not include any bank, broker-dealer, attorney, accountant or consultant furnishing information or advice to an offeror and not otherwise participating in the takeover bid. IV-a. "Department" means the department of state.

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V.

"Person" means an individual, corporation, association, partnership, trust or other entity.

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VI.

"Takeover bid" means the acquisition of, offer to acquire, or request or invitation for tenders of an equity security of a corporation organized under the laws of this state or having its principal place of business within this state or having its principal executive office within this state or which is the parent of a subsidiary incorporated under New Hampshire law, if after acquisition thereof the offeror would, directly or indirectly, be a record or beneficial owner of more than 5 percent of any class of the issued and outstanding equity securities of such corporation.

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(a)

"Takeover bid" does not include:

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(1)

An offer by or through a broker-dealer in the ordinary course of his business without solicitation of orders to sell equity securities of the target company;

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(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 chapter, and not involving any public offering of such other securities within the meaning of Section 4 of Title I of the "Securities Act of 1933" (48 Stat. 77, 15 U.S.C. § 77d(2)), as amended;

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(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 25 persons, in good faith and not for the purpose of avoiding this chapter;

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(4)

[Repealed.]

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(5)

An offer, if the acquisition by the offeror, in the instant transaction and in all acquisitions of equity securities of the same class during the preceding 12 months, does not exceed 2 percent of that class of outstanding equity securities of the target company;

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(6)

[Repealed.]

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VII.

"Target company" means a corporation whose securities are or are to be the subject of a takeover bid that has:

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(a)

One hundred or more shareholders;

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(b)

Its principal place of business, its principal office, or substantial assets within New Hampshire; and

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(c)

Either:

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(1)

More than 10 percent of its shareholders resident in New Hampshire;

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(2)

More than 10 percent of its shares owned by New Hampshire residents; or

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(3)

Ten thousand shareholders resident in New Hampshire. Source. 1977, 20:1. 1983, 144:1, 2. 1987, 411:14, 15. 1988, 62:6, 7, 14; 207:1. 1991, 355:67, 68. 1992, 288:32, 33, eff. July 1, 1992.

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