2023 New York Laws › BSC - Business Corporation › Article 16 - Security Takeover Disclosure Act › 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.