MARVIN MANDEL, Governor                                1721

OFFER BEFORE ITS EXPIRATION DATE BY INCREASING THE
CONSIDERATION, THE OFFEROR SHALL PAY THE INCREASED
CONSIDERATION FOR ALL EQUITY SECURITIES ACCEPTED, WHETHER
THE SECURITIES HAVE BEEN ACCEPTED BY THE OFFEROR BEFORE
OR AFTER THE VARIATION IN THE TERMS OF THE OFFER.

(E)          AN OFFEROR MAY NOT MAKE A TAKE-OVER OFFER
INVOLVING        A TARGET COMPANY, OR ACQUIRE ANY EQUITY
SECURITIES OF A TARGET COMPANY PURSUANT TO THE OFFER, AT
ANY TIME WHEN AN ADMINISTRATIVE OR INJUNCTIVE PROCEEDING
HAS BEEN BROUGHT BY THE COMMISSIONER AGAINST THE OFFEROR
FOR VIOLATION OF THIS SUBTITLE AND HAS NOT BEEN FINALLY
DETERMINED.

(F)         AN OFFEROR MAY NOT ACQUIRE, REMOVE OR EXERCISE
CONTROL, DIRECTLY OR INDIRECTLY, OVER ANY ASSETS OF A
TARGET COMPANY LOCATED IN THIS STATE IN CONNECTION WITH A
TAKE-OVER OFFER UNLESS THE TAKE-OVER OFFER IS MADE IN
COMPLIANCE WITH THE PROVISIONS OF THIS SUBTITLE.

11-906.

IN ADDITION TO THE POWERS OF THE COMMISSIONER
SPECIFIED IN SUBTITLE 7 OF THIS TITLE, WHENEVER ANY
PERSON, INCLUDING A CONTROLLING PERSON OF AN OFFEROR OR
TARGET COMPANY, HAS ENGAGED OR IS ABOUT TO ENGAGE IN ANY
ACT OR PRACTICE CONSTITUTING A VIOLATION OF THIS SUBTITLE
OR ANY ROLE OR ORDER UNDER THIS SUBTITLE, THE OFFEROR,
THE TARGET COMPANY, OR ANY RECORD OR BENEFICIAL OWNER OF
AN EQUITY SECURITY MAY BRING AN ACTION IN ANY COURT OF
COMPETENT JURISDICTION TO ENJOIN THE ACTS OR PRACTICES
AND TO ENFORCE COMPLIANCE WITH THIS SUBTITLE OR ANY RULE
OR ORDER UNDER THIS SUBTITLE. ON PROPER SHOWING, THE
COURT MAY GRANT A PERMANENT OR TEMPORARY INJUNCTION OR
RESTRAINING ORDER OR MAY ORDER RESCISSION OF ANY SALES,
TENDERS FOR SALE, PURCHASES, OR TENDERS FOR PURCHASE OF
SECURITIES DETERMINED TO BE UNLAWFUL UNDER THIS SUBTITLE
OR ANY RULE OR ORDER UNDER THIS SUBTITLE. THE COURT MAY,
IN ITS DISCRETION; REQUIRE A PRIVATE PARTY TO POST A
BOND.

11-907.

(A)         THIS SUBTITLE DOES NOT APPLY IF:

(1)          THE TARGET COMPANY IS AN INSURANCE
COMPANY OR AN INSURANCE HOLDING COMPANY AND THE TAKE-OVER
IS SUBJECT TO THE APPROVAL OF THE INSURANCE COMMISSIONER
UNDER SECTION 494 OF THE INSURANCE CODE; OR

(2)          THE TARGET COMPANY IS A PUBLIC UTILITY,
PUBLIC UTILITY HOLDING COMPANY, BANK, NATIONAL BANKING
ASSOCIATION, BANK HOLDING COMPANY OR SAVINGS AND LOAN
ASSOCIATION SUBJECT TO REGULATION BY FEDERAL AGENCY AND
THE TAKE-OVER IS SUBJECT TO APPROVAL BY A FEDERAL AGENCY
HAVING REGULATORY JURISDICTION OVER THAT COMPANY.

(B)          THIS SUBTITLE DOES NOT APPLY TO ANY OFFER