2908

LAWS OF MARYLAND

Ch. 776

(v) An offer as to which the target
company, acting through its board of directors, recommends
acceptance to its stockholders, if the offer is made to all
stockholders on substantially equal terms and if any
inducements to officers and directors of the target company
are disclosed to all offerees at the time the take-over
offer is made;

(vi) An offer if the acquisition of any
equity security under the offer, together with all other
acquisitions by the offeror of securities of the same class
during the preceding 12 months, would not exceed 2 percent
of that class of the outstanding equity securities of the
issuer;

(vii) An offer by the target company to
acquire its own equity securities;

(viii) An offer by a corporation to
acquire equity securities of a subsidiary where the
corporation owns beneficially voting stock representing at
least two thirds of the combined voting power of all classes
of voting stock of the subsidiary; or

(ix) Any offer which the Commissioner, by
rule or order, exempts from the definition of "take-over
offer" as not being entered into for the purpose of, and not
having the effect of, changing or influencing the control of
the target company or otherwise as not comprehended within
the purposes of this subtitle.

(i) "Target company" means a corporation or other
issuer of securities whose equity securities are or are to
be subject to a take-over offer and which:

(1)  Is organized under the laws of this State;
[or] AND

(2)   [Has its primary place of business or a
substantial portion of its assets] IS DOING BUSINESS in this
State.

11-905.

(e) (1) 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 investigation or proceeding or injunctive
proceeding has been instituted by the Commissioner against
the offeror for violation of this subtitle and has not been
completed in the case of an investigation or finally
determined in the case of a proceeding.

(2) ANY HEARING CALLED BY THE COMMISSIONER UNDER
THIS SUBTITLE SHALL BE HELD WITHIN 20 DAYS OF THE DATE OF
FILING UNDER § 11-902, AND ANY DETERMINATION MADE FOLLOWING
THE HEARING SHALL BE MADE WITHIN 30 DAYS AFTER THE FILING,