Common use of Takeover Code Clause in Contracts

Takeover Code. The Shareholder undertakes to the Company and the Nomad that he shall not, and shall, to the extent within his control, procure that no member of the Shareholder’s Group nor any party acting in concert (as defined in the Takeover Code) with any of them without the prior consent of a majority of the Independent Directors: (a) acquire or offer to acquire shares in, or any other interest in, the relevant securities (as defined in the Takeover Code) of the Company or any other derivative or contract referenced thereto, where such acquisition would result in a mandatory takeover offer requirement arising pursuant to Rule 9 of the Takeover Code; (b) make an offer for all or any part of the share capital of the Company; (c) announce or take any action which, under the Takeover Code or otherwise, would require any takeover, merger, consolidation or share exchange or similar transaction involving securities of the Company; or (d) enter into an agreement relating to shares in or any other interest in the relevant securities (as defined in the Takeover Code) in the share capital of the Company or any derivative or contract referenced thereto, for the express purpose of taking any of the action prevented by this clause 4.

Appears in 4 contracts

Sources: Relationship Agreement (Verona Pharma PLC), Relationship Agreement (Verona Pharma PLC), Relationship Agreement (Verona Pharma PLC)

Takeover Code. The Shareholder undertakes Shareholders severally undertake to the Company and the Nomad that he they shall not, and shall, to the extent within his their control, procure that no member of the Shareholder’s Shareholders’ Group nor any party acting in concert (as defined in the Takeover Code) with any of them without the prior consent of a majority of the Independent Directors: (a) acquire or offer to acquire shares in, or any other interest in, the relevant securities (as defined in the Takeover Code) of the Company or any other derivative or contract referenced thereto, where such acquisition would result in a mandatory takeover offer requirement arising pursuant to Rule 9 of the Takeover Code; (b) make an offer for all or any part of the share capital of the Company; (c) announce or take any action which, under the Takeover Code or otherwise, would require any takeover, merger, consolidation or share exchange or similar transaction involving securities of the Company; or (d) enter into an agreement relating to shares in or any other interest in the relevant securities (as defined in the Takeover Code) in the share capital of the Company or any derivative or contract referenced thereto, for the express purpose of taking any of the action prevented by this clause 4.

Appears in 2 contracts

Sources: Relationship Agreement (Verona Pharma PLC), Relationship Agreement (Verona Pharma PLC)

Takeover Code. The Shareholder undertakes to the Company and the Nomad that he it shall not, and shall, to the extent within his its control, procure that no member of the Shareholder’s Group nor any party acting in concert (as defined in the Takeover Code) with any of them without the prior consent of a majority of the Independent Directors: (a) acquire or offer to acquire shares in, or any other interest in, the relevant securities (as defined in the Takeover Code) of the Company or any other derivative or contract referenced thereto, where such acquisition would result in a mandatory takeover offer requirement arising pursuant to Rule 9 of the Takeover Code; (b) make an offer for all or any part of the share capital of the Company; (c) announce or take any action which, under the Takeover Code or otherwise, would require any takeover, merger, consolidation or share exchange or similar transaction involving securities of the Company; or (d) enter into an agreement relating to shares in or any other interest in the relevant securities (as defined in the Takeover Code) in the share capital of the Company or any derivative or contract referenced thereto, for the express purpose of taking any of the action prevented by this clause 4.

Appears in 2 contracts

Sources: Relationship Agreement, Relationship Agreement (Realm Therapeutics PLC)