1892                                        LAWS OF MARYLAND                                    Ch. 505

(2) Which is not made to stockholders in this State
on substantially the same terms as the offer is made to
stockholders outside this State,

(b)  An offeror shall provide that any equity securities of
a target company deposited or tendered pursuant to a take-over
offer may be withdrawn by or on behalf of any offeree at any time
within seven days and after 60 days from the date definitive
copies of the offer are first published or sent or given to
security holders, except as the Commissioner otherwise may
prescribe by rule or order for the protection of investors.

(c)  If an offeror makes a take-over offer for less than all
the outstanding equity securities of any class, and if the number
of securities deposited or tendered pursuant to the offer within
ten days after the date copies of the offer, or notice of any
increase in the consideration offered, are first published or
sent or given to security holders is greater than the number the
offeror has offered or is willing to accept and pay for, the
securities shall be accepted as nearly as may be pro rata,
disregarding fractions, according to the number of securities
deposited or tendered by each offeree.

(d)  If an offeror varies the terms of a take-over 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)  (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, unless extended by order
of the Commissioner for the convenience of the parties or for the
protection of offerees in this State.

(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.

(g)  An offeror may not make a take-over offer if the
offeror owns 5 percent or more of the issued and outstanding
equity securities of any class of the target company, any of
which were purchased within 1 year before the proposed take-over