Pennsylvania Statutes Title 70 P.S. Securities § 77. Limitations on offerors

(a) An offeror shall provide that any equity securities of a target company deposited or tendered pursuant to a takeover offer may be withdrawn by or on behalf of any offeree at any time within seven days from the date the offer has become effective under this act and, if the offeror has not taken up the equity securities within 60 days from the date the offer has become effective under this act, except as the commission may otherwise prescribe by regulation or order for the protection of investors.

(b) If an offeror makes a takeover offer for less than all the outstanding equity securities of any class; and copies of the offer, or notice of any increase in the consideration offered, are first published or sent or given to security holders; and the number of securities deposited or tendered pursuant thereto within ten days after the offer has become effective under this act 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 terms of a takeover offer before its expiration date by increasing the consideration offered to security holders, the offeror shall pay the increased consideration for all equity securities accepted whether such securities have been accepted by the offeror before or after the increase in the terms of the offer.

(d) No offeror may make a takeover offer or acquire any equity securities of a target company pursuant to the offer, at any time when an administrative or injunctive proceeding is pending on behalf of the commission against the offeror alleging a violation of this act or the act of December 5, 1972 (P.L. 1280, No. 284),  1 known as the “Pennsylvania Securities Act of 1972.”

(e) No offeror may acquire, remove or exercise control, directly or indirectly, over any assets of a target company unless the takeover offer is effective or exempt under this act, except as permitted by order of the commission.