HARRY HUGHES, Governor                                    1887

[Subtitle 9. Corporate Take-Over Offers]
[11-901.

(a)  In this subtitle, unless the context requires
otherwise, the following words have the meanings indicated.

(b)  "Affiliate" of a person means any person controlling,
controlled by, or under common control with that person.

(c)  "Associate" of a person means any person acting jointly
or in concert with that person for the purpose of acquiring,
holding or 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

(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.