1888                                        LAWS OF MARYLAND                                    Ch. 505

(h) (1) "Take-over offer" means the offer to acquire or the
acquisition of any equity security of a target company, pursuant
to a tender offer or request or invitation for tenders, if after
the acquisition the offeror would be directly or indirectly a
beneficial owner of more than 5 percent of any class of the
outstanding equity securities of the issuer. A variance in the
terms of a take-over offer at or before its expiration solely to
extend its expiration date does not constitute a new offer for
purposes of this subtitle; but a variance of other contractual
terms, or a material change in required disclosure accompanying
an offer, constitutes a new offer.

(2) "Take-over offer" does not include an offer or
acquisition of any equity security of a target company pursuant
to:

(i) Brokers' transactions effected by or
through a broker-dealer in the ordinary course of its business if
the broker performs only the customary broker's function, and
receives no more than the customary broker's commissions, and
neither the principal nor the broker solicits or arranges for the
solicitation of orders to sell shares of the target company;

(ii) An exchange offer for securities of
another issuer, if the offer is exempted from registration or is
registered under the provisions of this title or if the offer is
registered under the Securities Act of 1933;

(iii) Any other offer to acquire an equity
security, or the acquisition of the equity security pursuant to
the offer, for the sole account of the offeror, from not more
than 25 persons, in good faith and not for the purpose of

avoiding this subtitle;

(iv) An offer    made to stockholders of the

target company, if less than 35    of its record or beneficial

stockholders are residents of    this State at the time of the
offer;

(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;