Mississippi Administrative Code › Title 13 - Gaming › Part 2 - LICENSING › Chapter 8 - PUBLICLY TRADED CORPORATIONS › Rule 13-2-8.1 - Definitions

Current through June 25, 2024
(a) "Corporate acquisition opposed by
				management" means an attempt to acquire control of a publicly traded
				corporation that is an affiliated company by means of a tender offer that is
				opposed by the board of directors of the affiliated company.
(b) "Current market price" means the average
				of the daily closing prices for the 20 consecutive trading days immediately
				preceding the date of a transaction or the closing price on the day immediately
				preceding the date of such transaction, whichever is higher. For the purpose of
				this definition, the closing price for each day shall be the last reported sale
				price, regular way, or in case no such reported sale takes place on such date,
				the average of the last reported bid and asked prices, regular way, in either
				case on the principal national securities exchange registered under the
				Securities Exchange Act of 1934 on which such security is admitted to trading
				or listed, or if not listed or admitted to trading on any national securities
				exchange, the closing price of such security, or in case no reported sale takes
				place, the average of the closing bid and asked prices, on GNOSTIC or any
				comparable system, or if such security is not listed or quoted on GNOSTIC or
				any comparable system, the closing sale price, or in case no reported sale
				takes place, the average of the closing bid and asked prices, as furnished by
				any member of the National Association of Securities Dealers, Inc., selected
				from time to time by the issuer for that purpose.
(c) "Exceptional repurchase of securities"
				means the direct or indirect purchase by a corporation of securities
				representing beneficial ownership of more than one percent (1%) of its voting
				securities, whether in a single transaction or a series of related
				transactions, at a price more than ten percent above the current market price
				of such securities on the date of the agreement to purchase such securities
				from any person, other than a person who has been an executive officer or a
				member of the board of directors for at least the past two years, who, on the
				date of the agreement to purchase, is the beneficial owner of more than three
				percent of the voting securities of such corporation and has been the
				beneficial owner of more than three percent of such securities for less than
				one year, unless such purchase has been approved by the affirmative vote of a
				majority of the holders of voting securities [voting on the transaction]
				exclusive of the selling security holder, or is pursuant to the same offer and
				terms as made to all holders of voting securities of such class, other than
				holders, if any, who have consented in writing to be excluded from the class of
				offerees, executive officers, or members of the board of directors. For the
				purpose of this definition, when determining whether a corporation has
				purchased more than one percent of its voting securities, the amount of voting
				securities of such corporation shall be deemed to include voting securities
				issuable pursuant to purchase rights where the price of the purchase rights is
				less than the current market price of such securities on a given determination
				date provided, however, that in any event, the amount of such voting securities
				beneficially owned by a selling security holder pursuant to purchase rights
				shall be included to determine the amount of the corporation's voting
				securities for purposes of such computation if not otherwise included based on
				the foregoing provision.
(d)
				"Executive officer" with respect to a publicly traded corporation, means the
				president, secretary, treasurer, any vice president in charge of a principal
				business function (such as sales, administration or finance) and any other
				person who performs similar policy-making functions for a publicly traded
				corporation.
(e) "Federal
				Securities Act" means Title 15 United States Code sections 77a-77aa, as amended
				from time to time, and the rules and regulations of the United States
				Securities and Exchange Commission now or hereafter promulgated
				thereunder.
(f) "Federal Securities
				Exchange Act" means Title 15 United States Code section 78a-78kk, as amended
				from time to time, and the rules and regulations of the United States
				Securities and Exchange Commission now or hereafter promulgated thereunder.
				(Adopted: 09/25/2000.)
(g) "Full
				disclosure" with respect to a transaction or to a series of transactions means
				a descriptive statement thereof which contains all material facts, and which
				contains no false or misleading declarations of material fact. (Adopted:
				10/27/2005.)
(h) "Plan of
				recapitalization" means a plan proposed by the board of directors of a publicly
				traded corporation that is an affiliated company, which plan:
1. Contains recommended action in response to
				a corporate acquisition opposed by management, which acquisition cannot be
				consummated until approval has been obtained pursuant to Section 14, and which
				acquisition has not been consummated, withdrawn or terminated;
2. Involves either a cash dividend to voting
				securities or an exchange of voting securities held by security holders in
				return for a payment of cash or the issuance of securities of the issuer or a
				combination of cash and securities of the issuer, with an aggregate value in
				excess of fifty percent of the aggregate current market price of the voting
				securities of the company on the day of the public announcement of the plan of
				recapitalization; and
3. Is
				financed in substantial part by borrowing from financial institutions or the
				issuance of debt securities.