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Alaska Statutes.

Title 45. Trade and Commerce

Chapter 57. Takeover Bid Disclosure Act

Section 110. Definitions.

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AS 45.57.110. Definitions.

In this chapter, unless the context requires otherwise,

(1) "associate of the offeror" means

(A) a corporation or other organization of which the offeror is an officer, director or partner, or is, directly or indirectly, the beneficial owner of 10 percent or more of any class of equity securities;

(B) a person who is, directly or indirectly, the beneficial owner of 10 percent or more of any class of equity securities of the offeror;

(C) a trust or other estate in which the offeror has a substantial beneficial interest or as to which the offeror serves as trustee or in a similar fiduciary capacity;

(D) a relative or spouse of the offeror or a relative of the spouse, who has the same home as the offeror;

(E) a person directly or indirectly controlling, controlled by, or under common control with, the offeror;

(2) "department" means the Department of Commerce, Community, and Economic Development;

(3) "exempt offer" means, with respect to any class of equity securities of the offeree company,

(A) an isolated offer to purchase equity securities from individual shareholders and not made to shareholders generally;

(B) an offer made by an issuer to purchase its own equity securities or equity securities of a subsidiary at least two-thirds of the voting stock of which is owned beneficially by the issuer;

(C) an offer to purchase equity securities to be effected by a registered broker-dealer on a stock exchange or in the over-the-counter market 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 equity securities of the offeree company;

(D) an offer to purchase equity securities made to all holders of the securities if the number of such holders does not exceed 100 at the time of the offer;

(E) an offer which the board of directors of the offeree company recommends to the security holders of the company if the terms of the offer, including any inducements to officers or directors which are not available to all security holders, have been furnished to security holders;

(4) "offer" means an offer made by any person directly or through an agent by advertisement or any other written or oral communication to offerees to purchase the number of shares or other units of any class of equity security of the offeree company that, together with the offeror's presently owned shares, will in the aggregate exceed five percent of the outstanding shares of that class;

(5) "offeree" means a person, whether a security holder of record or a beneficial owner, to whom a takeover bid is made;

(6) "offeree company" means a corporation incorporated under the laws of Alaska or a corporation which has its principal office and substantial assets located in Alaska, whose equity securities are the subject of a takeover bid;

(7) "offeror" means a person who makes a takeover bid, and includes two or more persons

(A) whose takeover bids are made jointly or in concert, or

(B) who intend to exercise jointly or in concert any voting rights attaching to the equity securities for which a takeover bid is made;

(8) "offeror's presently owned equity securities"means, with respect to any class of securities of an offeree company, the aggregate number of shares or other units which, on the date of a takeover bid, are beneficially owned or subject to a right of acquisition directly or indirectly by the offeror or an associate of the offeror;

(9) "Securities Exchange Act of 1934" means the federal statutes of that name as in effect or subsequently amended;

(10) "takeover bid" means an offer, other than an exempt offer.