Public takeover bids Sample Clauses

Public takeover bids. Public takeover bids for the Issuer's shares and other securities giving access to voting rights (such as warrants or convertible bonds) are subject to supervision by the FSMA. Any public takeover bid must be extended to all of the company's voting securities, as well as all other securities giving access to voting rights. Prior to making a bid, a bidder must publish a prospectus, approved by the FSMA prior to publication. Belgium implemented the Thirteenth Company Law Directive (Directive 2004/25/EC) by an act of 1 April 2007 and a royal decree of 27 April 2007 (the "takeover bid legislation"). According to the takeover bid legislation, a mandatory bid will need to be launched if a person, as a result of his own acquisition or the acquisition by persons acting in concert with him or by persons acting for his account, directly or indirectly holds more than 30 per cent. of the voting securities in a company having its registered office in Belgium and of which at least part of the voting securities are traded on a regulated market or on a multilateral trading facility designated by a Royal Decree. This requirement applies to shares in the Issuer. There are several provisions of the Belgian Company Code and certain other provisions of Belgian law, such as the obligation to disclose major holdings (see "Notification of major holdings") and merger control, that may apply towards the Issuer and which may create hurdles to an unsolicited tender offer, merger, change in management or other change in control. These provisions could 7 The transparency act of 2 May 2007 provides that a listed issuer's articles of association may provide for one or more of the following additional disclosure thresholds: 1%, 2%, 3%, 4% or 7.5%. discourage potential takeover attempts that other shareholders may consider to be in their best interest and could adversely affect the market price of the Issuer's shares. Such provisions may also have the effect of depriving the shareholders of the opportunity to sell their shares at a premium. In addition, pursuant to the Belgian Company Code, the Board of directors of the Issuer may in certain circumstances, and subject to prior authorization by the shareholders, deter or frustrate public takeover bids through dilutive issuances of equity securities (pursuant to the authorized capital) or through share buy-backs (i.e. purchase of own shares). (see also "Changes to the share capital" and "Purchase and sale of own shares"). Pursuant to the RRE...
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Related to Public takeover bids

  • Split Transactions You can instruct a merchant to charge your Card for part of a purchase and pay any remaining amount with cash or another card. This is called a “split transaction.” Some merchants do not permit split transactions. If you wish to conduct a split transaction, you must tell the merchant the exact amount you would like charged to your Card. If you fail to inform the merchant you would like to complete a split transaction and you do not have sufficient available funds in your Account to cover the entire purchase amount, your Card is likely to be declined.

  • Shift Bidding All stations will use voting procedures described below to determine shift bidding. A “show of interest” is defined as fifty-five percent (55%) of affected employees submitting their interest in writing:

  • Proposal Proposal means any information supplied by or on behalf of the insured, deemed to be a completed proposal form and medical questionnaire and other relevant information that the insurer may require.

  • Contractor’s Bid or Mini-Bid Proposal f. Unincorporated Appendices (if any).

  • Business Combinations The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i) the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that the Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.

  • Successful Bidder The responsible Bidder submitting the lowest responsive Bid.

  • The Merger Upon the terms and subject to the conditions of this Agreement and in accordance with the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”).

  • PERMITTED TRANSACTIONS The Member is free to engage in any activity on its own or by the means of any entity. The Member’s fiduciary duty of loyalty, as it applies to outside business activities and opportunities, and the “corporate opportunity doctrine,” as such doctrine may be described under general corporation law, is hereby eliminated to the maximum extent allowed by the Act.

  • PRE-BID MEETING 3.1. The contracting Agency/Department will hold a pre-bid meeting at LOCATION on DAY, DATE and TIME

  • Shareholder Approval The Company Shareholder Approval shall have been obtained.

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