BLAIR LEE III, Acting Governor                            1819

FAILED:

(1)         TO MAKE A PUBLIC ANNOUNCEMENT FAIRLY AND

ACCURATELY STATING THE OFFEROR'S INTENTIONS WITH RESPECT TO
CHANGING OR INFLUENCING THE MANAGEMENT AND ACQUIRING OR
CHANGING CONTROL OF THE TARGET COMPANY AT THE TIME OF THE
PUBLIC ANNOUNCEMENT AND AT THE TIMES OF THE INITIATION AND
COMPLETION OF THE TAKE-OVER OFFER; AND

(2)         TO FILE WITH THE COMMISSIONER AND WITH THE

TARGET COMPANY A STATEMENT WHICH SETS FORTH THE INFORMATION
SPECIFIED IN SUBSECTION (G)(1) OF THIS SECTION AND SUCH
ADDITIONAL INFORMATION AS THE COMMISSIONER MAY BY RULE
PRESCRIBE.

11-906.

In addition to the powers or 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 rule 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. IN ADDITION, UPON REQUEST OF A TARGET COMPANY
MADE WITHIN 10 DAYS AFTER THE FILING OF THE NOTICE SPECIFIED
IN SECTION 11-902 (A) OR THE FILING OF ANY AMENDED NOTICE, IF

IN THE OPINION OF THE COMMISSIONER GOOD CAUSE IS SHOWN, THE

COMMISSIONER SHALL INSTITUTE AN INVESTIGATION TO DETERMINE
WHETHER THE TAKE-OVER OFFER IS BEING MADE IN COMPLIANCE WITH
THIS SUBTITLE.

SECTION 2. AND BE IT FURTHER ENACTED, That if any

provision of this Act or the application thereof to any

person or circumstance is held invalid for any reason in a

court of competent jurisdiction, the invalidity does not

affect other provisions or any other application of this Act
which can be given effect without the invalid provision or
application, and for this purpose the provisions of this Act
are declared severable.

SECTION 2 3. AND BE IT FURTHER ENACTED, That this Act
shall take effect July 1, 1978.

Approved May 16, 1978.