UK Takeover Code Clause Samples

UK Takeover Code. The parties agree that, if the UK Takeover Panel determines that any provision of this agreement that requires Al Noor to take or not to take action, whether as a direct obligation or as a condition to any other person’s obligation (however expressed), is not permitted by Rule 21.2 of the UK Takeover Code, that provision shall have no effect and shall be disregarded.

UK Takeover Code. UK Holdco shall have obtained confirmation from the UK Panel on Takeovers and Mergers that the UK Takeover Code shall not apply to UK Holdco at the time of Closing and there shall have been no change in facts or circumstances since the time of such determination that makes reliance on such confirmation unreasonable.

UK Takeover Code. In June 2019 the Company received confirmation from the UK Panel on Takeovers and Mergers that, based on the circumstances at such time, it was not subject to the UK Takeover Code. The Company is currently not subject to the UK Takeover Code.

UK Takeover Code. Without limiting Section 7.3(p), if at any time the Company is subject to, or is reasonably likely to become subject to, the provisions of the UK Takeover Code, the Company and the Board shall promptly take such steps as are available to them and reasonably necessary to ensure that the Company ceases being subject to such provisions.

UK Takeover Code. Beacon is not a company that is subject to the application of the UK Takeover Code and the UK Takeover Code does not apply to the Combinations.

UK Takeover Code. The Company undertakes that it shall, and CorpAcq Holdco undertakes to cause the Company to, seek confirmation prior to the Closing from the UK Takeover Panel that (a) the UK Takeover Code will not apply to the transfers pursuant to the CorpAcq Sale and, if applicable, the Drag Along Sale; and (b) that none of the transactions contemplated by the Transaction Agreements will give rise to an obligation on any person to make a mandatory offer for the shares in the Company under Rule 9 of the UK Takeover Code.

UK Takeover Code. With effect from the Closing, the central management and control of ListCo will not be in the United Kingdom (for the purposes of the UK Takeover Code).

UK Takeover Code. The Parties acknowledge and agree that it is their intention that the Company shall not be subject to the rules of the UK Takeover Code or to the jurisdiction of the UK Takeover Panel. Accordingly, the Company’s board of directors will be composed of a sufficient number of residents outside the UK, Channel Islands and Isle of Man for the purposes of paragraph 3(a) of the Introduction to the UK Takeover Code such that the rules of the UK Takeover Code or to the jurisdiction of the UK Takeover Panel do not apply. Accordingly, a majority of the directors of the Company will be resident outside the UK, Channel Islands and Isle of Man for the purposes of paragraph 3(a) of the Introduction to the UK Takeover Code. It is further acknowledged by the Parties that in the event there is an equal number of directors of the Company that the UK Takeover Panel will look to the residency of the Chairman of the Company, as the possessor, pursuant to the articles of association of the Company, of the casting vote in the event of an equality of votes in any matter being voted on by the board, when determining whether the Company is subject to the rules of the UK Takeover Code or to the jurisdiction of the UK Takeover Panel. Accordingly, until such time as a majority of directors are resident outside of the UK the Chairman of the Company will be resident outside the UK, Channel Islands and Isle of Man for the purposes of paragraph 3(a) of the Introduction to the UK Takeover Code.