Takeovers Code Sample Clauses

Takeovers Code. If as a result of a repurchase of Shares, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of rule 32 of the Takeovers Code. As a result, a Shareholder, or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholder’s interests, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with rule 26 of the Takeovers Code. A waiver of this provision would not normally be given except in extraordinary circumstances. As at the Latest Practicable Date, to the best knowledge of the Company, Fangyi Collaboration Holdings Limited had an interest (within the meaning of Part XV of the SFO) of approximately 28.16% of the issued share capital of the Company. In the event that the Directors should exercise in full the Repurchase Mandate, his aggregate interests would (assuming that there is no change in relevant circumstances) be increased to approximately 31.29% of the issued share capital of the Company. Fangyi Collaboration Holdings Limited will become obliged to make a mandatory offer to Shareholders under rules 26 and 32 of the Takeovers Code as a result of repurchase of Shares. In any event, the Directors have no present intention to repurchase Shares to such extent which will trigger the mandatory offer requirement pursuant to the Takeovers Code. The Directors will use their best endeavors to ensure the Repurchase Mandate will not be exercised to the extent that the number of Shares held by the public would be reduced to less than 25% of the issued share capital of the Company.
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Takeovers Code. If as a result of a share buy back by the Company, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of Rule 32 of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code. As at the Latest Practicable Date, Ting Hsin held 1,882,927,866 Shares, representing approximately 33.49% of the issued share capital of the Company. Ting Hsin is beneficially owned as to approximately 44.761% by Ho Te Investments Limited (“Ho Te”), as to approximately 30.239% by Rich Cheer Holdings Limited (“Rich Cheer”), as to 17.835% by Rich Gold Capital Inc., and 6.482% by China Foods Investment Corp., a subsidiary of Asahi Group Holdings, Ltd., and as to the remaining 0.683% by unrelated third parties. Rich Gold Capital Inc. is wholly owned by Tingho Capital Holding Co., Limited, which is owned as to 25% each by Xxx Xxxxx Xx- Xxx (spouse of Xxx Xxx-Xxxx), Xxx Xx-Xxxx (spouse of Xxx Xxxx-Xxxxx), Xxx Xxx Xxxx-Xxxx (spouse of Xxx Xxx-Xxxx) and Xxx Xx Xxxx (spouse of Xxx Xxx-Xxxx). Xx Xx and Xxxx Xxxxx were owned as to 100% by Profit Surplus Holdings Limited (“Profit Surplus”). Profit Surplus is the trustee of a unit trust, which is in turn held by four discretionary trusts in equal proportions. Lion Trust (Singapore) Trustee Limited is the trustee of each of the above four discretionary trusts. In addition, Xxxxx also held 1,882,927,866 Shares, representing approximately 33.49% of the issued share capital of the Company, as at the Latest Practicable Date. If the Company exercises the right to buy back the maximum of 562,237,636 shares in the Company, the respective percentage of shareholdings held by Ting Hsin and Sanyo will increase from 33.49% to 37.21%. Such increase will give rise to an obligation for Ting Hsin and Sanyo to make a mandatory offer under Rule 26 of the Takeovers Code. The Directors will be cautioned in exercising the Share Buy-back Mandate and have no intention to exercise the Share Buy-back Mandate to such extent which would result in Ting Hsin and Xxxxx becoming obliged to make a mandatory offer. In addition, the Company may not buy back shares which would result in the amount of shares held by the public being reduced to less than 25%.
Takeovers Code. If as a result of a share buy back by the Company, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of Rule 32 of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code. As at the Latest Practicable Date, Ting Hsin held 1,882,927,866 Shares, representing approximately 33.61% of the issued share capital of the Company. Ting Hsin is beneficially owned as to approximately 44.761% by Ho Te Investments Limited (“Ho Te”), as to approximately 30.239% by Rich Cheer Holdings Limited (“Rich Cheer”), as to 17.835% by Itochu Corp., and 6.482% by China Foods Investment Corp. a subsidiary of Asahi Breweries, Ltd., and as to the remaining 0.683% by unrelated third parties. Ho Te and Xxxx Xxxxx were owned as to 100% by Profit Surplus Holdings Limited (“Profit Surplus”). Profit Surplus is the trustee of a unit trust, which is in turn held by four discretionary trusts in equal proportions. HSBC International Trustee Limited is the trustee of each of the above four discretionary trusts. In addition, Xxxxx also held 1,882,927,866 Shares, representing approximately 33.61% of the issued share capital of the Company, as at the Latest Practicable Date. If the Company exercises the right to buy back the maximum of 560,287,136 shares in the Company, the respective percentage of shareholdings held by Ting Hsin and Sanyo will increase from 33.61% to 37.34%. Such increase will give rise to an obligation for Ting Hsin and Sanyo to make a mandatory offer under Rule 26 of the Takeovers Code. The Directors will be cautioned in exercising the Share Buy-back Mandate and have no intention to exercise the Share Buy-back Mandate to such extent which would result in Ting Hsin and Xxxxx becoming obliged to make a mandatory offer. In addition, the Company may not buy back shares which would result in the amount of shares held by the public being reduced to less than 25%.
Takeovers Code. An offer document containing details of, among other things, the full terms and conditions of the Offer, together with the relevant forms of acceptance, will be despatched to Shareholders as soon as practicable, but in any event within 21 days of the date of this joint announcement or such later date(s) as agreed by the Executive. An independent board committee of the Company comprising all independent non- executive Directors, namely Xx. Xxx Hon Sai, Xxxxx, Xx. Xxxx Xxx Xxxx and Xx. Xxx Xxx Man, Xxxxxxx will be established to advise the Independent Shareholders in respect of the Offer. An independent financial adviser will also be appointed by the Company to advise the Independent Board Committee regarding the terms of the Offer. The appointment of such an independent financial adviser will be approved by the Independent Board Committee and further announcement will be made by the Company in this regard. Listing Rules The Proposed Acquisition, having taken into account the Ceiling Bidding Price, constitutes a possible very substantial acquisition for the Company under Chapter 14 of the Listing Rules, which requires the approval of the Shareholders at the SGM. The SGM will be convened and held for the Shareholders to consider and, if thought fit, to approve the Proposed Acquisition and the transactions contemplated thereunder. As a result of the Share Sale Completion, the Offeror has become the controlling Shareholder holding a total of 2,439,056,744 Shares, representing approximately 66.41% of the existing issued share capital of the Company. None of the Vendors, the Offeror and the Shareholders have a material interest in the Proposed Acquisition which is different from other Shareholders, therefore no Shareholders will be required to abstain from voting at the SGM. Following the Share Sale Completion, each of the Vendors has ceased to be a shareholder of the Company and was not interested in the issued share capital of the Company as at the date of this joint announcement. The Offeror has also given its written consent on the Proposed Acquisition and agreed to vote in favour of the relevant resolutions relating to the Proposed Acquisition at the SGM. A circular containing, among other things, further details of the Proposed Acquisition, the valuation report on the Land and a notice of the SGM will be despatched to the Shareholders as soon as practicable in accordance with the Listing Rules. An application has been made by the Company to the Stock Exchan...
Takeovers Code. If as a result of a repurchase of Shares, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of rule 32 of the Takeovers Code. As a result, a Shareholder, or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholder’s interests, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with rule 26 of the Takeovers Code. A waiver of this provision would not normally be given except in extraordinary circumstances. As at the Latest Practicable Date, to the best knowledge of the Company, our controlling Shareholder, Xx. Xx Xxx Xxxx (through his interest in Puxing Energy and Amber International Investment Co., Ltd.) had or was taken or deemed to have an aggregate interests (within the meaning of Part XV of the SFO) of approximately 95.42% of the issued share capital of the Company. In the event that the Directors should exercise in full the Repurchase Mandate, his aggregate interests would (assuming that there is no change in relevant circumstances) be increased to approximately 106.02% of the issued share capital of the Company. The Directors are not aware of any Shareholder, or group of Shareholders acting in concert, who will become obliged to make a mandatory offer to Shareholders under rules 26 and 32 of the Takeovers Code as a result of repurchase of Shares. In any event, the Directors have no present intention to repurchase Shares to such an extent which will trigger the mandatory offer requirement pursuant to the Takeovers Code. The Directors will use their best endeavors to ensure the Repurchase Mandate will not be exercised to the extent that the number of Shares held by the public would be reduced to less than 25% of the issued share capital of the Company.
Takeovers Code. Notwithstanding anything else in this agreement, PGW will not be required to issue any Shares to any person where such issue would, or may, result in PGW or any Agria Holder breaching the Takeovers Code.
Takeovers Code. Where the Trust in involved in any form of merger, takeover, amalgamation or restructuring, the Takeovers Code must be complied with and the Trustee and/or the Manager shall as soon as practicable consult with the SFC on the manner in which such activities could be carried out so that it is fair and equitable to all Holders.
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Takeovers Code either (i) the Securities and Futures Commission confirming in a written ruling that the transactions contemplated under this Agreement (including the issue of the Conversion Shares pursuant to the Bond Conditions) would not trigger a requirement on any party to make a general offer for all the shares in the Issuer or (ii) a whitewash waiver (as contemplated under Note 1 to Rule 26 of the Takeovers Code) being obtained from the Securities and Futures Commission and approved by the independent Shareholders in accordance with the Takeovers Code;

Related to Takeovers Code

  • Takeover Laws No party hereto shall take any action that would cause the transactions contemplated by this Agreement to be subject to requirements imposed by any Takeover Law and each of them shall take all necessary steps within its control to exempt (or ensure the continued exemption of) the transactions contemplated by this Agreement from, or if necessary challenge the validity or applicability of, any applicable Takeover Law, as now or hereafter in effect.

  • Anti-Takeover Laws In the event that any state anti-takeover or other similar Law is or becomes applicable to this Agreement or any of the transactions contemplated by this Agreement, the Company, Parent and Acquisition Sub shall use their respective reasonable best efforts to ensure that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms and subject to the conditions set forth in this Agreement and otherwise to minimize the effect of such Law on this Agreement and the transactions contemplated hereby.

  • State Takeover Laws If any “fair price,” “business combination” or “control share acquisition” statute or other similar statute or regulation is or may become applicable to any of the transactions contemplated by this Agreement, the parties hereto shall use their respective commercially reasonable efforts to (a) take such actions as are reasonably necessary so that the transactions contemplated hereunder may be consummated as promptly as practicable on the terms contemplated hereby and (b) otherwise take all such actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on such transactions.

  • Federal Regulations No part of the proceeds of any Loans will be used for "purchasing" or "carrying" any "margin stock" within the respective meanings of each of the quoted terms under Regulation U as now and from time to time hereafter in effect or for any purpose that violates the provisions of the Regulations of the Board. If requested by any Lender or the Administrative Agent, the Borrower will furnish to the Administrative Agent and each Lender a statement to the foregoing effect in conformity with the requirements of FR Form G-3 or FR Form U-1 referred to in Regulation U.

  • Takeover Statutes If any Takeover Statute is or may become applicable to the Merger or the other transactions contemplated by this Agreement, the Company and its board of directors shall grant such approvals and take such actions as are necessary so that such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on such transactions.

  • Environmental Regulations The Contractor shall conduct activities in compliance with applicable laws and regulations and other requirements of the Contract relating to the environment and its protection at all times. Unless otherwise specifically determined, the Owner is responsible for obtaining and maintaining permits related to stormwater run-off. The Contractor shall conduct operations consistent with stormwater run-off permit conditions. Contractor is responsible for all items it brings to the Site, including hazardous materials, and all such items brought to the Site by its Subcontractors and suppliers, or by other entities subject to direction of the Contractor. The Contractor shall not incorporate hazardous materials into the Work without prior approval of Owner, and shall provide an affidavit attesting to such in association with the request for the Substantial Completion Inspection.

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