New Jersey Statutes Title 49. Sale of Securities 49 § 5-8

a. Solicitation of any offeree for acceptance or rejection of a takeover offer, or acquisition of any equity security of a target company pursuant to a takeover offer, that has not been permitted to proceed or exempt under this act.

b. Publication or use in connection with the offer of any untrue statement of material fact or omitting to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, but not including the mailing by a target company to the record or beneficial owners of its equity securities of solicitation materials published by an offeror.

c. Sale by any officer, director, affiliate or associate of a target company of all or any part of their equity securities to the offeror at a price higher than that to be paid to the offerees pursuant to the offer, unless the sales are made at the then existing market price.

d. Acquisition by the offeror, after announcement of the takeover offer and prior to its termination, of equity securities of the target company otherwise than pursuant to the takeover offer.