(a) Copies of all advertisements, circulars, letters or other materials of the offeror or the offeree company, soliciting or requesting the acceptance or rejection of the takeover offer, shall be filed with the commissioner and sent to the offeree company or offeror, respectively, not later than the time copies of such solicitation materials are first published or used or sent to offerees.
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Terms Used In Tennessee Code 48-103-105

  • Commissioner: means the commissioner of commerce and insurance. See Tennessee Code 48-103-102
  • 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. See Tennessee Code 48-103-102
  • 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. See Tennessee Code 48-103-102
  • 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. See Tennessee Code 48-103-102
  • State: when applied to the different parts of the United States, includes the District of Columbia and the several territories of the United States. See Tennessee Code 1-3-105
  • 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. See Tennessee Code 48-103-102
(b) Solicitation materials used in connection with a takeover offer shall not contain any false statement of a material fact or omit to state a material fact necessary to make any statement made therein not misleading. The commissioner may by rule or order prohibit the use of any solicitation material deemed by the commissioner to be false or misleading.
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