Mandatory General Offer definition

Mandatory General Offer means a possible mandatory general offer to be made on behalf of the Purchaser to acquire all the issued Shares not already owned or agreed to be acquired by the Purchaser and parties acting in concert with it in accordance with the Code on Takeovers and Mergers issued by the SFC;
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Mandatory General Offer means the mandatory general offer which will be required under the Takeovers Code upon and as a consequence of the completion of the sale and purchase of the Sale Shares; Material Adverse Change or Material Adverse Effect means, except with respect to clauses 4.1(d) and 4.2, a change, event or occurrence that has a material adverse effect on the financial condition or results of operations of the Group Companies, taken as a whole; provided, however, that in determining whether there has been a Material Adverse Effect or whether a Material Adverse Effect could or would occur, any change, event or occurrence principally attributable to, arising out of or resulting from any of the following shall be disregarded: (i) general economic, business, industry or credit, financial or capital market conditions (whether in China or internationally) (including, without limitation, conditions affecting generally the industries served by the Wider Group Companies); (ii) the taking of any action required or permitted by this agreement; (iii) the negotiation, entry into and announcement of this agreement; (iv) the breach of this agreement by the Purchaser or the Purchaser Parent; (v) the taking of any action with the approval of the Parent or the Purchaser Parent, (vi) pandemics, earthquakes, tornados, hurricanes, floods and acts of God; (vii) acts of war (whether declared or not declared), sabotage, terrorism, military actions or the escalation thereof; (viii) any changes or prospective changes in Laws, Regulatory Requirements or accounting rules, or any changes or prospective changes in the interpretation or enforcement of any of the foregoing, or any changes in general legal, regulatory or political conditions; (ix) any existing event, occurrence or circumstance with respect to which the Purchaser or the Purchaser Parent has knowledge as of the date hereof (including, without limitation, any matter set forth in the schedules); and (x) any adverse change in or effect on the business of the Wider Group Companies that is cured by or on behalf of the Company before the earlier of Completion and the termination of this agreement as set forth herein;
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Mandatory General Offer means an unconditional mandatory cash offer to be made by Get Nice Securities Limited for and on behalf of the Subscribers (being the offerors to the Mandatory General Offer) (the “Offerors”), to acquire the Offer Shares upon completion of the sale and purchase of 281,070,000 Shares, representing approximately 70.26% of the issued share capital of the Issuer, as contemplated under the Sale and Purchase Agreement pursuant to Rule 26.1 of the Takeovers Code.
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Examples of Mandatory General Offer in a sentence

  • The passing by the directors at a meeting of the Board (or in lieu of such meeting, written resolutions of the Board) and EGM Independent Shareholders at the EGM, which will be held on a date upon or as soon as practicable after the close of the Mandatory General Offer, of all resolutions required under the relevant laws and regulations and the Listing Rules to approve this Agreement and the Specific Mandate.

  • Each of the Qima Shareholders undertakes to the other Qima Shareholders that it shall cooperate with the other Qima Shareholders to make an application to the SFC for a waiver from the requirement to make a Mandatory General Offer if a Mandatory General Offer obligation is triggered on the Qima Shareholders as a result of a Share buy- back (as defined under the Takeovers Code) by the Company.

  • For avoidance of doubt, the Proposed Acquisition, the Proposed Mandatory General Offer, Proposed Private Placement and Proposed Offer for Sale are not conditional upon the Proposed Disposal.

  • The Subscriber(s) and the Company will make the necessary announcements in connection with the Mandatory General Offer as and when necessary.

  • The Mandatory General Offer having been completed in accordance with the Takeovers Code.