Takeovers Clause Samples
The Takeovers clause outlines the procedures and conditions that apply when one company seeks to acquire control of another, typically through the purchase of a majority of its shares. This clause may specify notification requirements, approval processes, or restrictions on share transfers during a takeover bid. Its core function is to ensure transparency and protect the interests of shareholders and stakeholders by providing a clear framework for how takeovers are to be managed and executed.
POPULAR SAMPLE Copied 2 times
Takeovers. Each Owner agrees that in relation to the acquisition of beneficial ownership or control of Shares (including Shares represented by American Depositary Shares), the Owner shall have regard to and shall comply with the Code on Takeovers and Mergers issued by the Securities and Futures Commission of Hong Kong as such code may be amended and supplemented from time to time and agrees to comply with such other laws, regulations and codes of practice applicable to the acquisition of beneficial ownership or control of Shares in Hong Kong whether or not such may be enforceable against such Owners.
Takeovers. If at any time a takeover offer is made in respect of a company, and you have a Transaction that relates to the securities of that company, then:
Takeovers. If at any time a takeover offer is made in respect of a company, and you have a Transac- tion that relates to the securities of that company, then:
Takeovers. 13.1 Subject to clause 13.6, if at any time an offer or invitation is made by the Company to the holders of the Ordinary Shares for the purchase by the Company of any of its Ordinary Shares, the Company shall promptly and without delay give notice thereof to each Warrantholder who shall be entitled, at any time whilst such offer or invitation is open for acceptance, to exercise its Subscription Rights to the extent that such rights have not been exercised or lapsed prior to the record date of such offer or invitation so as to take effect, in so far as is reasonably practicable, as if it had exercised its rights immediately prior to the record date of such offer or invitation.
13.2 Subject to clause 13.6, if at any time an offer is made to all holders of Ordinary Shares (or all holders of Ordinary Shares other than the offeror and/or any company controlled by the offeror and/or persons acting in concert with the offeror) to acquire the whole or any part of the issued share capital of the Company and the Company becomes aware that as a result of such offer the right to cast a majority of the votes which may ordinarily be cast on a poll at a general meeting of the Company may, if such offer becomes unconditional in all respects, become vested in the offeror and/or such persons or companies (the “Buyer”) as aforesaid (the “Offer”):
13.2.1 The Company shall, give notice to each Warrantholder within ten (10) Business Days of its becoming so aware, and each Warrantholder shall be entitled to exercise its Subscription Rights, conditional upon the Offer being declared unconditional in all respects, within thirty (30) days of such notice having been given by the Company (to the extent that such rights have not lapsed or been exercised prior to the record date of such Offer), and to accept or otherwise participate in such Offer on the same terms as made to all holders of Ordinary Shares.
13.2.2 If the Company fails to give notice as required by clause 13.2.1 (subject at all times to the Company’s obligations under applicable law and any other regulations ) then, provided that immediately prior to the date that the Offer is made the offer price under the Offer is greater than the Subscription Price on such date and conditional upon the Offer being declared or becoming unconditional in all respects, the Warrantholder shall be deemed to have automatically exercised its Subscription Rights in respect of all unexercised Warrants on such date at the Subscription Price on a...
Takeovers. (i) Where a person (or a group of persons acting in concert) obtains Control of the Company as a result of making an offer to acquire Shares, Options will be exercisable, subject to paragraph (ii) below, for six months from the date the person obtains Control and then lapses.
(ii) An Option will not be exercisable under paragraph (i) but will be exchanged for a new option to the extent that:
(a) an offer to exchange the Option is made and accepted by the Optionholder; or
(b) the Committee, with the consent of the person who obtains Control, decide that the Option will be automatically exchanged.
Takeovers. 4.4.1 A Participant may during the Holding Period direct the Trustees:
4.4.1.1 to accept an offer for any of his Free Shares if the acceptance or agreement will result in a new holding being equated with those Shares for the purposes of capital gains tax; or
4.4.1.2 to accept an offer of a qualifying corporate bond (whether alone or with other assets or cash or both) for his Free Shares if the offer forms part of such a general offer as is mentioned in paragraph 32(c) of the Schedule; or
4.4.1.3 to accept an offer of cash, with or without other assets, for his Free Shares if the offer forms part of a general offer which is made to holders of shares of the same class as his Shares, or to holders of shares in the same company and which is made in the first instance on a condition such that if it is satisfied the person making the offer shall have control of that company, within the meaning of section 416 of the Act; or
4.4.1.4 to agree to a transaction affecting his Free Shares or such of them as are of a particular class, if the transaction would be entered into pursuant to a compromise, arrangement or scheme applicable to or affecting:
(a) all of the ordinary share capital of the Parent or, as the case may be, all the shares of the class in question; or
(b) all the shares, or all the shares of the class in question, which are held by a class of shareholders identified otherwise than by reference to their employment or their participation in a plan approved under the Schedule. PART TWO - PARTNERSHIP SHARES 5 INVITATIONS TO ACQUIRE PARTNERSHIP SHARES
5.1 When the Directors have determined to operate the Plan by inviting Eligible Employees to acquire Partnership Shares on the same terms, a Letter of Offer shall be issued to each Eligible Employee inviting him to enter into an agreement with the Company by signing and returning as directed the accompanying Partnership Share Agreement duly completed and signed by such date at least 14 days after the date of the Letter of Offer as shall be specified in the Letter of Offer. The Letter of Offer shall specify:
5.1.1 whether the Directors have determined to offer Matching Shares to Eligible Employees who enter into a Partnership Share Agreement; and
5.1.2 the basis on which such Matching Shares will be appropriated; and
5.1.3 any Forfeiture Period that will apply to the Matching Shares; and
5.1.4 the starting date and length of the Accumulation Period (as determined by the Directors).
5.2 The Company may specify the...
Takeovers. If a takeover bid is made in respect of any of our Common Stock of which the Depositary Nominee is the registered holder, the Depositary Nominee is prohibited from accepting the offer made under the takeover bid except to the extent that acceptance is authorized by the CDI holders in respect of the shares of Common Stock represented by their holding of CDIs. The Depositary Nominee must accept a takeover offer in respect of shares of Common Stock represented by a holding of CDIs if the relevant holder of CDIs instructs it to do so and must notify the entity making the takeover bid of the acceptance.
Takeovers. Subject to clause 13.6, if at any time an offer or invitation is made by the Company to the holders of the Ordinary Shares for the purchase by the Company of any of its Ordinary Shares, the Company shall promptly and without delay give notice thereof to each Warrantholder who shall be entitled, at any time whilst such offer or invitation is open for acceptance, to exercise its Subscription Rights to the extent that such rights have not been exercised or lapsed prior to the record date of such offer or invitation so as to take effect, in so far as is reasonably practicable, as if it had exercised its rights immediately prior to the record date of such offer or invitation.
Takeovers. If your Contract’s Underlying Instrument is shares in a company that is the subject of a takeover offer, then:
a. We will use our reasonable endeavours to let you know about the takeover offer;
b. We will apply the terms of the takeover offer to your Contract, as if you were a holder of the Underlying Instrument;
c. We may offer you the opportunity to agree to the takeover offer (as it applies to your Contract), or we may choose to agree to it on your behalf where we, acting reasonably, believe it is in your best interests. In either case, your Contract will be suspended and you will not be able to trade it until the closing date of the takeover offer, when the Contract will be Closed-Out in line with the terms of the takeover offer;
d. You acknowledge and agree that we are entitled to cancel or adjust your Contract to reflect the takeover offer, and that you will be bound by any cancellation or adjustment that we make;
e. If you do not agree to the takeover offer and we do not agree to it on your behalf, but the takeover goes ahead anyway (for example, if drag along rights apply), you agree that we are entitled to cancel or adjust your Contract to reflect the takeover offer, and that you will be bound by any cancellation or adjustment that we make; and
f. We may let you know of our intention to Close-Out your Contract at any time before the closing date of the takeover offer. The Close-Out date of the Contract will be the date that we send this notice to you. We will decide the price that your Contract is Closed-Out at, based on our reasonable assessment of the market value of the Underlying Instrument at the relevant time.
Takeovers. Each Party shall provide rules and procedures governing takeovers in publicly listed companies. Such rules and procedures shall aim at enabling those transactions to occur at transparent prices and under fair conditions.