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. (a) If a takeover offer (including a proportional takeover bid) is made in accordance with the Act for all securities in the same class as the Escrowed Shares, the Holder may accept that offer for all or part of the Escrowed Shares or execute an irrevocable undertaking to do so, provided that:
(i) the offer has been accepted by the holders of at least 50% of the securities in that class which are not subject to escrow;
(ii) (if the Takeover Offer is a conditional off-market bid) the bidder making the Takeover Offer agrees in writing that the restrictions and the Holding Lock referred to in clause 2.2 will apply to each Escrowed Share not purchased by the bidder under the takeover offer or post-takeover compulsory acquisition under the Act; and
(iii) if for any reason the takeover offer does not become unconditional, the Escrowed Shares must be returned to escrow for the remainder of the Escrow Period on the terms of this agreement, including the Holding Lock.
(b) Each party acknowledges and agrees that it has not entered into this agreement to construct a defence against a takeover bid.
Takeovers. (a) In the event of a Takeover Bid, the Board may, in its absolute discretion, determine that all or a specified number of a Participant’s unvested Achievement Rights vest. Any Achievement Right which the Board determines does not vest will automatically lapse, unless the Board determines otherwise.
(b) If the Board makes a determination under rule 7.1(a) the Board must notify the Participant of the determination in writing.
Takeovers. Bermuda law provides that where an offer is made for shares of a company and within four months of the offer the holders of not less than 90% of the shares which are the subject of the offer accept the offer, the offeror may, by notice, require the non-tendering shareholders to transfer their shares on the terms of the offer. Dissenting shareholders may apply to the Court within one month of the notice objecting to the transfer. The burden is on the dissenting shareholders to show that the Court should exercise its discretion to enjoin the required transfer, which the Court will be unlikely to do unless there is evidence of fraud, bad faith or collusion between the offeror and the Table of Contents holders of the shares who have accepted the offer as a means of unfairly forcing out minority shareholders. Amalgamations: Pursuant to Bermuda law, the amalgamation of a Bermuda company with another company or corporation (other than certain affiliated companies) requires the amalgamation agreement to be approved by the company's board of directors and by its shareholders. Unless the company's bye-laws provide otherwise, the approval of 75% of the shareholders voting at such meeting is required to approve the amalgamation agreement, and the quorum for such meeting must be two or more persons holding or representing more than one-third of the issued shares of the company. The required vote of shareholders may be reduced by a company's bye-laws. For purposes of approval of an amalgamation, all shares, whether or not otherwise entitled to vote, carry the right to vote. A separate vote of a class of shares is required if the rights of such class would be altered by virtue of the amalgamation. Any shareholder who does not vote in favor of the amalgamation and who is not satisfied that he or she or she has been offered fair value for his or her shares may, within one month of the giving of the company's notice of the shareholder meeting to consider the amalgamation, apply to the Court to appraise the fair value of his or her shares. No appeal will lie from an appraisal by the Court. The costs of any application to the Court shall be in the discretion of the Court.
Takeovers. Each Holder agrees that in relation to the acquisition of beneficial ownership or control of Shares (including Shares represented by American Depositary Shares), the Holder 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 Holder.
