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The 189th General Court of the Commonwealth of Massachusetts

Section 1: Definitions

Section 1. As used in this chapter the following words shall, unless the context otherwise requires, have the following meanings:?

''Affiliate of an offeror'', any person controlling, controlled by, or under common control with an offeror.

''Associate of an offeror'', (1) Any corporation or other organization of which the offeror is an officer or partner or is, directly or indirectly, the beneficial owner of ten per cent or more of any class of equity securities; (2) Any person who is, directly or indirectly, the beneficial owner of ten per cent or more of any class of equity securities of the offeror; (3) Any trust or other estate in which the offeror has a substantial beneficial interest or as to which the offeror serves as a trustee or in a similar fiduciary capacity; and (4) Any relative or spouse of the offeror or any relative of such spouse who has the same home as the offeror.

''Equity security'', any shares or similar securities, or any securities convertible into such securities, or carrying any warrant or right to subscribe to or purchase such securities, or any such warrant or right, or any other security which, for the protection of security holders, is treated as an equity security pursuant to chapter one hundred and ten A.

''Offeree'', the beneficial or record owner of securities which an offeror acquires or offers to acquire in connection with a take-over bid.

''Offeror'', a person who makes, or in any way participates or aids in making, a take-over 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 take-over bid is made. ''Offeror'' does not include any bank or broker-dealer lending 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 bid.

''Person'', an individual, a corporation, a partnership, an association, a joint-stock company, a trust where the interests of the beneficiaries are evidenced by a security, or an unincorporated organization.

''Principal place of business'' of a corporation, the corporate headquarters where the general executive offices are located and from which the corporation's activities are controlled and directed by executive officers of the corporation.

''Secretary'', the state secretary.

''Take-over bid'', the acquisition of or offer to acquire, whether by a formal public announcement, by a tender offer or request or invitation for tenders, by the accumulation of stock in the market or the solicitation of particular shareholders, or otherwise any equity security of a target company if, after acquisition thereof, the offeror and the associates and affiliates of the offeror would be directly or indirectly the beneficial owners of more than ten per cent of any class of the issued and outstanding equity securities of such target company. In determining whether a person is directly or indirectly a beneficial owner of equity securities of any class, such person shall be deemed to be the beneficial owner of equity securities of such class which such person has the right to acquire through the exercise of presently exercisable options, warrants, or rights or through the conversion of presently convertible securities or otherwise. The equity securities subject to such 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 equity securities of the class owned by such 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 take-over bid does not include: (1) A bid made by a dealer for his own account in the ordinary course of his business of buying and selling such security in which the dealer does not solicit or arrange for the solicitation of offers to sell shares; (2) An offer to acquire such equity security for consideration consisting primarily of securities covered by a current prospectus forming a part of a registration statement which has become effective under 15 USC ? 77a et seq.; (3) An offer made by an offeror to acquire its own securities or securities of a subsidiary, at least two-thirds of the voting securities of which subsidiary are owned beneficially by the offeror; (4) Any take-over bid to which the target company consents, by action of its board of directors, if such board of directors has recommended acceptance thereof to shareholders and the terms thereof, including any inducements to officers or directors which are not made available to all shareholders, have been furnished to shareholders; (5) An offer which, if accepted by all offerees, shall not result in the offeror having acquired more that two per cent of the same class of equity securities of the issuer within the preceding twelve-month period; or (6) An offer to acquire equity securities of any corporation if the total number of the beneficial owners of all of the classes of the equity securities of such corporation shall be less than twenty-five persons.

''Target company'', a corporation, organized under the laws of or having its principal place of business in the commonwealth, whose securities are or are to be the subject of a take-over bid.