75-72-103 - Definitions. - Mississippi Statutes

§ 75-72-103. Definitions.
 

The following words and phrases shall have the meanings ascribed herein, unless the context clearly otherwise requires: 
 

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

(b) "Associate" of a person means a 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 subject company. 

(c) "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, whether through ownership of voting securities, by contract or otherwise. 

(d) "Equity security" means: 

(i) Any stock or similar security carrying, at the time of the tender offer, the right to vote on any matter by virtue of the articles of incorporation, bylaws or governing instrument of the subject company or the right to vote for directors or persons performing substantially similar functions by operation of law. 

(ii) Any security convertible into such stock or similar security. 

(iii) Any warrant or right to purchase such stock or similar security. 

(iv) Any security carrying any warrant or right to purchase such stock or similar security. 

(v) Any other security which for the protection of investors is deemed an equity security pursuant to regulation of the Secretary of State. 

(e) "Bidder" means a person who makes a tender offer or on whose behalf a tender offer is made, and includes all affiliates and associates of that person. The term does not include a financial institution or broker-dealer lending funds or extending credit in the ordinary course of its business or any accountant, attorney, financial institution, broker-dealer, investment adviser, fiduciary, newspaper or magazine of general circulation, consultant, or other person furnishing information, services, or advice to, or performing ministerial or administrative duties for a person pursuant to the unsolicited request, or a general contract for advice to, such person, and not otherwise participating in the tender offer. 

(f) "Offeree" means a record of beneficial owner of equity securities which a bidder acquires or offers to acquire in connection with a tender offer. 

(g) "Person" means an individual, corporation, association, partnership, trust or other entity. 

(h) "Tender offer" means any offer to acquire or the acquisition of any equity security of a subject company, pursuant to a tender offer or request or invitation for tenders, if after acquisition the bidder would be directly or indirectly a record or beneficial owner of more than five percent (5%) of any class of the outstanding equity securities of the subject company. 

(i) "Subject company" means a corporation or other issuer of equity securities which has at least twenty percent (20%) of its equity securities beneficially owned by residents of this state and owns or controls assets located in this state which have a fair market value in excess of One Million Dollars ($1,000,000.00), except that subject company shall not include any state or national bank or any savings and loan association. 

(j) "Securities law" refers to the Mississippi Securities Law, Section 75-71-101 et seq. 

(k) "Beneficial owner" includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has shares or has the right to acquire: 

(i) Voting power which includes the power to vote, or to direct the voting of, an equity security; or 

(ii) Investment power which includes the power to dispose, or to direct the disposition of, an equity security. 
 

Sources: Laws,  1980, ch. 418, § 2; Laws, 1987, ch. 478, § 1, eff from and after July 1, 1987.