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Section: Partial unconstitutionality

Statute: 49:5-10

No security of a target company acquired pursuant to a takeover bid in contravention of the provisions of this act or of any rule, regulation or order issued by the bureau chief hereunder may be voted at any shareholders' meeting, or may be counted for quorum purposes, and any action of shareholders requiring the affirmative vote of a percentage of shares may be taken as though such securities were not issued and outstanding; but no action taken at any such meeting shall be invalidated by the voting of such securities, unless the action would materially affect control of the target company or unless a court of this State has so ordered. If a target company or the bureau chief has reason to believe that any equity security of the target company has been or is about to be acquired in contravention of the provisions of this act or of any rule, regulation, or order issued by the bureau chief hereunder, the target company or the bureau chief may apply to the Superior Court to enjoin any such acquisition, to enjoin the voting of any security so acquired, to void any vote of such security already cast at any meeting of shareholders, and for such other equitable relief as the nature of the case and the interests of the target company's securityholders, employees, customers or creditors or of the public may require. In any case where an offeror has acquired or is proposing to acquire any voting securities in violation of this act or any rule, regulation or order issued by the bureau chief hereunder, the Superior Court may, on such notice as the court deems appropriate, upon the application of the target company or the bureau chief seize or sequester any voting securities of the target company owned directly or indirectly by such offeror and issue such orders with respect thereto as may be appropriate to effectuate the provisions of this act. Notwithstanding any other provisions of law, for the purposes of this act the situs of the ownership of the securities of target companies shall be deemed to be in this State. L.1977, c. 76, s. 10, eff. April 27, 1977.

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