48-103-304 - Control share acquisition statement. - Tennessee Statutes

48-103-304. Control share acquisition statement.

Any person who has made a control share acquisition or who holds of record ten percent (10%) or more of the outstanding shares of the corporation and who announces a good faith intention to make a control share acquisition may deliver to the corporation personally or by registered mail at its principal place of business and at its registered office in this state, a control share acquisition statement which shall contain the following:

     (1)  The identity of the acquiring person and any associate of the acquiring person;

     (2)  A statement that it is being made and delivered pursuant to the Tennessee Control Share Acquisition Act;

     (3)  If the acquiring person is not a resident of this state, an agreement that the acquiring person may be served with process in this state in any proceeding arising out of or relating to the control share acquisition and irrevocably appointing the secretary of state as its agent to accept service of process in any such proceeding, specifying the address to which a copy of such process shall be mailed by the secretary of state;

     (4)  The number and class or series of shares of the corporation owned, directly or indirectly, by the acquiring person and each associate of the acquiring person prior to the control share acquisition;

     (5)  The number and class or series of shares acquired or proposed to be acquired pursuant to the control share acquisition and the range of voting power within which the control share acquisition is or, if consummated, would be, as such ranges are defined in § 48-103-302(4); and

     (6)  A description of the terms and conditions of the proposed or completed control share acquisition including, but not limited to, the prices paid by the acquiring person in a control share acquisition, the dates upon which the shares were acquired, and if the control share acquisition has not taken place, a statement by the acquiring person with respect to the acquiring person's financial capacity to consummate the proposed control share acquisition together with a concise description of the material facts upon which the statement is based.

[Acts 1988, ch. 500, § 11; T.C.A., § 48-35-304.]