1716

LAWS OF MARYLAND

Ch. 615

(C)    "ASSOCIATE" OF A PERSON MEANS ANY PERSON
ACTING JOINTLY OR IN CONCERT WITH THAT PERSON FOR THE
PURPOSE OF ACQUIRING, HOLDING OF DISPOSING OF, OR
EXERCISING ANY VOTING RIGHTS ATTACHED TO THE EQUITY
SECURITIES OF A TARGET COMPANY.

(D)    "CONTROL," INCLUDING THE TERMS "CONTROLLING,
CONTROLLED BY" AND "UNDER COMMON CONTROL WITH", MEANS THE
POSSESSION OF THE POWER TO DIRECT OR CAUSE THE DIRECTION
OF THE MANAGEMENT AND POLICIES OF A PERSON UNLESS THE
POWER IS THE RESULT OF AN OFFICIAL POSITION OR OFFICE.

(E)    "EQUITY SECURITY" MEANS ANY:

(1)    SHARE OF STOCK OR SIMILAR SECURITY;

(2)    SECURITY CONVERTIBLE INTO A SHARE OF
STOCK OR SIMILAR SECURITY;

(3)    SECURITY CARRYING ANY WARRANT OR RIGHT
TO SUBSCRIBE TO OR PURCHASE ANY SHARE OF STOCK OR SIMILAR
SECURITY;

(4)    WARRANT OR RIGHT TO SUBSCRIBE TO OR
PURCHASE ANY SHARE OF STOCK OR SIMILAR SECURITY; OR

(5)    OTHER SECURITY WHICH, FOR THE PROTECTION
OF INVESTORS, THE COMMISSIONER BY RULE DEEMS AN EQUITY
SECURITY.

(F)    (1) "OFFEROR" MEANS A PERSON WHO MAKES OR IN
ANY WAY PARTICIPATES IN MAKING A TAKE-OVER OFFER, AND
INCLUDES ALL AFFILIATES AND ASSOCIATES OF THAT PERSON.

(2) "OFFEROR" DOES NOT INCLUDE ANY FINANCIAL
INSTITUTION OR BROKER-DEALER LENDING FUNDS TO AN OFFEROR
IN THE ORDINARY COURSE OF ITS BUSINESS, OR ANY BANK,
BROKER-DEALER, ATTORNEY, ACCOUNTANT, NEWSPAPER OR
MAGAZINE OF GENERAL CIRCULATION, CONSULTANT, EMPLOYEE, OR
OTHER PERSON FURNISHING INFORMATION OR ADVICE TO OR
PERFORMING ADMINISTRATIVE OR MINISTERIAL DUTIES FOR AN
OFFEROR, AND NOT OTHERWISE PARTICIPATING IN THE TAKE-OVER
OFFER.

(G)    "OFFEREE" MEANS THE BENEFICIAL OWNER OF EQUITY
SECURITIES WHICH AN OFFEROR ACQUIRES OR OFFERS TO ACQUIRE
IN CONNECTION WITH A TAKE-OVER OFFER.

(H) (1) "TAKE-OVER OFFER" MEANS THE OFFER TO
ACQUIRE OR THE ACQUISITION OF ANY EQUITY SECURITY OF A
TARGET COMPANY, PURSUANT TO A TENDER OFFER OR REQUEST OR
INVITATION FOR TENDERS, IF AFTER THE ACQUISITION THE
OFFEROR WOULD BE DIRECTLY OR INDIRECTLY A BENEFICIAL
OWNER OF MORE THAN 5 PERCENT OF ANY CLASS OF THE
OUTSTANDING EQUITY SECURITIES OF THE ISSUER. A VARIANCE
IN THE TERMS OF A TAKE-OVER OFFER AT OR BEFORE ITS
EXPIRATION SOLELY TO EXTEND ITS EXPIRATION DATE DOES NOT
CONSTITUTE A NEW OFFER FOR PURPOSES OF THIS SUBTITLE; BUT