1720                                          LAWS OF MARYLAND                                Ch. 615

OFFER;

(3)          REFUSAL IN BAD FAITH BY A TARGET COMPANY
TO PERMIT AN OFFEROR WHO IS A STOCKHOLDER OF RECORD, WHO
IS ENTITLED TO DO SO PURSUANT TO THE APPLICABLE
CORPORATION STATUTE, TO EXAMINE AND MAKE EXTRACTS FROM
ITS LIST OF STOCKHOLDERS FOR THE PURPOSE OF MAKING A
TAKE-OVER OFFER IN COMPLIANCE WITH THIS SUBTITLE;

(4)          ACQUISITION          BY          OR          THROUGH             A
BROKER-DEALER ACTING ON BEHALF OF AN OFFEROR OF ANY
EQUITY SECURITY OF THE TARGET COMPANY IN CONNECTION WITH
A TAKE-OVER OFFER UNLESS THE BROKER-DEALER FILES WITH THE
COMMISSIONER SUCH INFORMATION AS HE REQUIRES AND TO THE
EXTENT PERMITTED BY RULE OR ORDER BY THE COMMISSIONER, OR
UNLESS THE BROKER-DEALER DID NOT KNOW AND IN THE EXERCISE
OF REASONABLE CARE COULD NOT KNOW THAT THE PERSON FOR
WHOM IT ACTED WAS AN OFFEROR OR THAT THE ACQUISITION WAS
IN CONNECTION WITH A TAKE-OVER OFFER; AND

(5)          ANY VIOLATION OF SECTIONS 11-902, 11-903
OR 11-905 OF THIS SUBTITLE.

11-905.

(A)    AN OFFEROR MAY NOT MAKE A TAKE-OVER OFFER
INVOLVING A TARGET COMPANY:

(1)    WHICH IS NOT MADE TO ALL ITS
STOCKHOLDERS IN THIS STATE; OR

(2)    WHICH IS NOT MADE TO STOCKHOLDERS IN
THIS STATE ON SUBSTANTIALLY THE SAME TERMS AS THE OFFER
IS MADE TO STOCKHOLDERS OUTSIDE THIS STATE.

(B)    AN OFFEROR SHALL PROVIDE THAT ANY EQUITY
SECURITIES OF A TARGET COMPANY DEPOSITED OR TENDERED
PURSUANT TO A TAKE-OVER OFFER MAY BE WITHDRAWN BY OR ON
BEHALF OF ANY OFFEREE AT ANY TIME WITHIN SEVEN DAYS AND
AFTER 60 DAYS FROM THE DATE DEFINITIVE COPIES OF THE
OFFER ARE FIRST PUBLISHED OR SENT OR GIVEN TO SECURITY
HOLDERS, EXCEPT AS THE COMMISSIONER OTHERWISE MAY
PRESCRIBE BY RULE OR ORDER FOR THE PROTECTION OF
INVESTORS.

(C)    IF AN OFFEROR MAKES A TAKE-OVER OFFER FOR LESS
THAN ALL THE OUTSTANDING EQUITY SECURITIES OF ANY CLASS,
AND IF THE NUMBER OF SECURITIES DEPOSITED OR TENDERED
PURSUANT TO THE OFFER WITHIN TEN DAYS AFTER THE DATE
COPIES OF THE OFFER, OR NOTICE OF ANY INCREASE IN THE
CONSIDERATION OFFERED, ARE FIRST PUBLISHED OR SENT OR
GIVEN TO SECURITY HOLDERS IS GREATER THAN THE NUMBER THE
OFFEROR HAS OFFERED OR IS WILLING TO ACCEPT AND PAY FOR,
THE SECURITIES SHALL BE ACCEPTED AS NEARLY AS MAY BE PRO
RATA, DISREGARDING FRACTIONS, ACCORDING TO THE NUMBER OF
SECURITIES DEPOSITED OR TENDERED BY EACH OFFEREE.

(D)    IF AN OFFEROR VARIES THE TERMS OF A TAKE-OVER