Okla. Stat. tit. 71, § 71-452

As used in this act:

1. "Administrator" means the Administrator of the Department of

Securities;

2. "Affiliate" of a person means any person controlling,

controlled by or under common control with such person;

3. "Associate" of a person means any person acting jointly or

in concert with such person for the purpose of acquiring, holding or

disposing of, or exercising any voting rights attached to the equity

securities of an issuer;

4. "Equity security" means:

a. any stock or similar security,

b. any security convertible, with or without

consideration, into such a security,

c. carrying any warrant or right to subscribe to or

purchase such a security,

d. any such warrant or right, or

e. any other security which the Administrator shall deem

to be of similar nature and consider necessary or

appropriate, by such rules as he may prescribe in the

public interest and for the protection of investors,

to treat as an equity security;

5. "Offeror" means a person who makes or in any way

participates in making a take-over offer. Offeror does not include

any bank or broker-dealer loaning funds to an offeror in the

ordinary course of its business, or any bank, broker-dealer,

attorney, accountant, consultant, employee, or other person

furnishing information or advice to or performing ministerial duties

for an offeror, and not otherwise participating in the take-over

offer;

6. "Offeree" means the beneficial owner, residing in Oklahoma,

of equity securities which an offeror offers to acquire in

connection with a take-over offer;

7. "Take-over offer" means the offer to acquire any equity

securities of a target company from a resident of this state

pursuant to a tender offer or request or invitation for tenders, if

the offeror discloses its intention that after the acquisition of

all securities acquired pursuant to the offer either (1) 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 target company or (2) the beneficial ownership by the offeror of

any class of the outstanding equity securities of the target company

would be increased by more than five percent (5%). Clause (2) does

not apply if the offeror discloses its intentions that after the

acquisition of all securities acquired pursuant to the offer the

offeror would not be directly or indirectly a beneficial owner of

Oklahoma Statutes - Title 71. Securities Page 124

more than ten percent (10%) of any class of the outstanding equity

securities of the target company. Take-over offer does not include:

a. an offer to exchange the securities of one issuer for

the securities of another issuer, if the offer is

registered or exempted from registration under the

Oklahoma Securities Act, Section 1 et seq. of Title 71

of the Oklahoma Statutes,

b. an offer in connection with the acquisition of a

security which, together with all other acquisitions

by the offeror of securities of the same class of

equity securities of the issuer, would not result in

the offeror having acquired more than two percent (2%)

of this class during the preceding twelve-month

period,

c. an offer by the issuer to acquire its own equity

securities, or

d. an offer in which the target company is an insurance

company subject to regulation by the Insurance

Commission of this state, a financial institution

regulated by the Oklahoma Commissioner of Banking or a

public service utility subject to regulation by the

Corporation Commission of this state;

8. "Target company" means an issuer of publicly traded equity

securities of which at least twenty percent (20%) of its equity

securities are beneficially held by residents of this state and

which has substantial assets in this state. For the purpose of this

paragraph, an equity security is publicly traded if a trading market

exists for the security at the time the offeror makes a take-over
;

8. "Target company" means an issuer of publicly traded equity

securities of which at least twenty percent (20%) of its equity

securities are beneficially held by residents of this state and

which has substantial assets in this state. For the purpose of this

paragraph, an equity security is publicly traded if a trading market

exists for the security at the time the offeror makes a take-over

offer for the security. A trading market exists if the security is

traded on a national securities exchange or on the over-the-counter

market; and

9. "Beneficial owner" includes, but is not limited to, any

person who directly or indirectly through any contract, arrangement,

understanding, relationship or otherwise has or shares the power to

vote or direct the voting of a security and/or the power to dispose

of, or direct the disposition of, the security. "Beneficial

ownership" includes, but is not limited to, the right, exercisable

within sixty (60) days, to acquire securities through the exercise

of options, warrants or rights or the conversion of convertible

securities, or otherwise. The securities subject to these options,

warrants, rights or conversion privileges held by a person shall be

deemed to be outstanding for the purpose of computing the percentage

of outstanding securities of the class owned by this person, but

shall not be deemed to be outstanding for the purpose of computing

the percentage of the class owned by any other person. A person

shall be deemed the beneficial owner of securities beneficially

owned by:

Oklahoma Statutes - Title 71. Securities Page 125

a. any relative or spouse or relative of the spouse

residing in the home of this person,

b. any trust or estate in which this person owns ten

percent (10%) or more of the total beneficial interest

or serves as trustee or executor,

c. any corporation or entity in which this person owns

ten percent (10%) or more of the equity, or

d. any affiliate or associate of this person.