48-103-102 - Part definitions. - Tennessee Statutes

48-103-102. Part definitions.

As used in this part, unless the context otherwise requires:

     (1)  “Affiliate” of a person means any person controlling, controlled by or under common control with such person. For purposes of this section, “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management or policies of a person, whether through the ownership of voting securities, by contract, or otherwise;

     (2)  “Associate” of a person means:

          (A)  Any corporation or other organization of which such person is an officer or partner or is directly or indirectly the beneficial owner of ten percent (10%) or more of any class of equity securities;

          (B)  Any person who is directly or indirectly the beneficial owner of ten percent (10%) or more of any class of equity securities of such person;

          (C)  Any trust or other estate in which such person has a substantial beneficial interest or as to which such person serves as a trustee or in a similar fiduciary capacity; and

          (D)  Any relative or spouse of such person or any relative of such spouse, any one (1) of whom has the same home as such person;

     (3)  “Broker-dealer” means any person engaged, directly or indirectly, as agent, broker or principal, in the business of purchasing, offering, selling or otherwise dealing or trading in securities for the account of others or for such person's own account. “Broker-dealer” includes “broker-dealer” as defined in § 48-2-102;

     (4)  “Commissioner” means the commissioner of commerce and insurance;

     (5)  “Equity security” means any share of stock or similar securities, or any securities convertible into such securities, or carrying any warrant or right to subscribe to or purchase such securities, or any such warrant or right, or any other security which the commissioner shall consider necessary or appropriate, by such rules and regulations as the commissioner may prescribe in the public interest or for the protection of investors, to deem to be an equity security;

     (6)  “Offeree” means the record holder and beneficial owner of equity securities which an offeror acquires or offers to acquire in connection with a takeover offer;

     (7)  “Offeree company” means a corporation or other issuer of equity securities which is incorporated or organized under the laws of this state or has its principal office in this state, which has substantial assets located in this state, and which is or may be involved in a takeover offer relating to any class of its equity securities;

     (8)  (A)  “Offeror” means a person who makes or in any way participates in making a takeover offer, and includes all affiliates and associates of that person and all persons acting jointly or in concert for the purpose of acquiring, holding or disposing of or exercising any voting rights attaching to the equity securities for which a takeover offer is made;

          (B)  “Offeror” does not include any bank or broker-dealer loaning funds to an offeror in the ordinary course of its business, or any bank, broker-dealer, attorney, accountant, consultant, employee, or other person furnishing information or advice to or performing ministerial duties for an offeror and not otherwise participating in the takeover offer;

     (9)  “Person” means any individual, partnership, limited partnership, syndicate, corporation, joint-stock company, unincorporated organization, trust or association; and

     (10)  (A)  “Takeover offer” means the offer to acquire or the acquisition of any equity security of an offeree company, pursuant to a tender offer or request or invitation for tenders, if after the acquisition thereof the offeror would be directly or indirectly a beneficial owner of more than ten percent (10%) of any class of the outstanding equity securities of the offeree company;

          (B)  “Takeover offer” does not include an offer to acquire or acquisition of any equity security of an offeree company pursuant to:

                (i)  Broker transactions effected by or through a broker-dealer in the ordinary course of its business when such transactions are not entered into for the purpose of, and not having the effect of, changing or influencing the control or management of the offeree company;

                (ii)  An exchange offer for equity securities of another issuer if the offer is for the sole account of the offeror, is in good faith and not for the purpose of avoiding this section, and is exempt pursuant to § 4 of the Securities Act of 1933, as amended, and does not involve any public offering;

                (iii)  An offer made in isolated transactions, for the sole account of the offeror, in good faith and not for the purpose of avoiding this section, to not more than fifteen (15) persons in this state during any period of twelve (12) consecutive months;

                (iv)  An offer made on substantially equal terms to holders of record of any class of the equity securities of the offeree company, if the number of such holders does not exceed fifty (50) at the time of the offer; or

                (v)  An offer made on substantially equal terms to all shareholders and as to which the offeree company, acting through its board of directors, has recommended acceptance to such shareholders, if the terms thereof, including any inducements to officers or directors which are not available to all shareholders, have been disclosed to such shareholders.

[Acts 1976, ch. 536, § 2; T.C.A., § 48-2102; Acts 1985, ch. 361, § 1; T.C.A., §§ 48-5-102, 48-35-102.]