New Jersey Statutes Title 49. Sale of Securities 49 § 5-9

a. An offer shall provide that any equity securities of a target company deposited or tendered pursuant to a takeover offer may be withdrawn by or on behalf of any offeree at any time up to the third day prior to the announced termination date, except as the bureau chief may otherwise prescribe by rule or order for the protection of the offerees.

b. If an offeror makes a takeover offer for less than all the outstanding equity securities of any class, and if the number of securities deposited or tendered pursuant thereto is greater than the number the offeror has offered to accept and pay for, the securities shall be accepted pro rata, disregarding fractions, according to the number of securities deposited or tendered by each offeree.

c. If an offeror varies the term of a takeover offer before its expiration date by increasing the consideration offered to the offerees, the offeror shall pay the increased consideration for all equity securities accepted, whether the securities have been accepted by the offeror before or after the variation in the terms of the offer.

d. No offeror shall make a takeover offer at any time when an administrative or injunctive proceeding has been brought by the bureau chief against the offeror for violation of this chapter that has not been finally determined.

e. An offeror may not make a takeover offer involving a target company which is not made to the owners of equity securities of the target company who are residents of this State.