THE HONG KONG CODE ON TAKEOVERS AND MERGERS Sample Clauses

THE HONG KONG CODE ON TAKEOVERS AND MERGERS. 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 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, approximately 36.24% of the issued share capital of the Company was held by Prosper Empire Limited which is wholly-owned by Xx. Xxxxx Xxx Xxx, the chairman of the Company, and his brothers, Xx. Xxxxx Xxxx Xxx and Xx. Xxxxx Xxxxxx who are both executive Directors. In addition, Xx. Xxxxx Xxx Xxx, Xx. Xxxxx Xxxx Xxx and Xx. Xxxxx Xxxxxx had or were taken or deemed to have an aggregate interest of approximately 1.74% of the issued share capital of the Company. In the event that the Directors exercise in full the power to repurchase Shares which is proposed to be granted at the AGM and assuming no further Shares are issued by the Company, the interest of Prosper Empire Limited in the issued share capital of the Company would be increased from 36.24% to 40.27% thereby triggering an obligation to make a mandatory offer under rule 26 of the Takeover Code. The Directors, however, have no present intention of exercising the Repurchase Mandate to such extent as would result in any mandatory offer. The Directors are not aware of any Shareholder, or group of Shareholders acting in concert, who will become obliged to make a mandatory offer as a result of repurchases of Shares.
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THE HONG KONG CODE ON TAKEOVERS AND MERGERS. 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 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. According to the register maintained by the Company pursuant to Section 336 of the SFO, as at the Latest Practicable Date, the following interests in the Shares and underlying Shares were recorded: Approximate percentage of issued share Bio Garden (1) Beneficial owner 1,118,269,526 (5) 37.70% 41.89% Xx. Xxx(2) Founder of trusts 1,118,269,526 (5) 37.70% 41.89% Beneficial owner 2,197,530 (6) 0.07% 0.08% Magic Master Interest of controlled 1,118,269,526 (5) 37.70% 41.89% Holdings Limited (“Magic Master”)(3) corporation Magic Glory Interest of controlled 1,118,269,526 (5) 37.70% 41.89% Holdings Limited (“Magic Glory”)(3) corporation Credit Suisse Trust Trustee 1,118,269,526 (5) 37.70% 41.89% Limited(3) Fiducia Suisse SA (Formerly known as Trustee 1,118,269,526 (5) 37.70% 41.89% KF Suisse SA)(4) Xx. Xxxxx Xxxxx Interest of controlled 1,118,269,526 (5) 37.70% 41.89% Xxxxxxxxxxx Xxxx(4) corporation Xxx. Xxxxxxx Xxx Hill(4) Interest of children under 18 or spouse 1,118,269,526 (5) 37.70% 41.89% Ms. Xxx Xxxx(7) Interest of controlled 297,001,627 10.01% 11.13% corporation Atlantis Capital Holdings Limited(7) Interest of controlled corporation 297,001,627 10.01% 11.13% Atlantis Investment Management (Hong Kong) Limited (“Atlantis”)(7) Beneficial owner 297,001,627 10.01% 11.13% Investment manager 181,433,583 6.12% 6.80% Interest of controlled 159,735,105 5.39% 5.98% Riverwood Asset Management (Cayman) Ltd. (“Riverwood”)(7) New Horizon Capital Partners III Limited (“NH Partners”)(8) corporation New Horizon Capital Interest of controlled 159,735,105 5.39% 5.98% III, L.P. (“NH Capital”)(8) corporation Hope Sky Beneficial owner 159,735,105 5.39% 5.98% Investments Limited (“Hope Sky”) (8) (1) Bio Garden is an investment holding company incorporated in the British Virgin Islands (“BVI”). It was wholly-owned by certain discretionary trusts of which Xx. Xxx, an executive Director and chairman of the Company, was the founder. Xx. Xxx is a...
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Related to THE HONG KONG CODE ON TAKEOVERS AND MERGERS

  • Anti-Takeover Statutes If any “control share acquisition,” “fair price,” “moratorium,” or other anti-takeover Law becomes or is deemed to be applicable to Parent, the Merger Sub, the Company, the Merger, or any other transaction contemplated by this Agreement, then each of the Company and the Company Board on the one hand, and Parent and the Parent Board on the other hand, shall grant such approvals and take such actions as are necessary so that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to render such anti-takeover Law inapplicable to the foregoing.

  • State Takeover Statutes The Board of Directors of the Company has approved the Merger and this Agreement, and such approval is sufficient to render inapplicable to the Merger, this Agreement and the transactions contemplated by this Agreement, the provisions of Section 203 of the DGCL. To the best of the Company's knowledge, no other state takeover statute or similar statute or regulation applies or purports to apply to the Merger, this Agreement or any of the transactions contemplated by this Agreement.

  • Corrupt Practices Legislation (i) Neither Tahoe nor any of its subsidiaries, nor, to Tahoe’s knowledge, any of their respective directors, officers, agents, employees, consultants or other persons acting on behalf of Tahoe or any of its subsidiaries has offered or given, and Tahoe is not aware of or does not have any knowledge of any person that has offered or given on its behalf, anything of value to any official of a Governmental Entity, any political party or official thereof or any candidate for political office, any customer or member of any Governmental Entity, or any other person, in any such case while knowing or having reason to know that all or a portion of such money or thing of value may be offered, given or promised, directly or indirectly, for the purpose of any of the following: (A) influencing any action or decision of such person, in such person’s official capacity, including a decision to fail to perform such person’s official function in order to obtain or retain an advantage for Tahoe or any of its subsidiaries in the course of business; (B) inducing such person to use such person’s influence with any Governmental Entity to affect or influence any act or decision of such Governmental Entity to assist Tahoe or any of its subsidiaries in obtaining or retaining business for, with, or directing business to, any person or otherwise to obtain or retain an advantage in the course of business; or (C) where such payment would constitute a bribe, rebate, payoff, influence payment, kickback or illegal or improper payment to assist Tahoe or the subsidiary in obtaining or retaining business for, with, or directing business to, any person. (ii) There have been no actions taken by Tahoe, any of its subsidiaries or, to the knowledge of Tahoe, by any persons on behalf of Tahoe or any of its subsidiaries, that would cause Tahoe or its subsidiaries or such persons to be in violation of the Corruption of Foreign Public Officials Act (Canada) or the Foreign Corrupt Practices Act of 1977 (United States) (collectively, the “Corruption Acts”) or any similar legislation in any jurisdiction in which Tahoe or any of its subsidiaries conduct their business and to which Tahoe or any of its subsidiaries may be subject. (iii) The financial records of Tahoe and its subsidiaries have at all times been maintained in compliance with the Corruption Acts. (iv) There are no proceedings or investigations under the Corruption Acts or any similar legislation in any jurisdiction in which Tahoe and its subsidiaries conduct their business pending against Tahoe or any of its subsidiaries, nor any of their respective directors, officers, agents, employees, consultants or other persons acting on behalf of Tahoe or any of its subsidiaries, or to the knowledge of Tahoe, threatened against or affecting, Tahoe or any of its subsidiaries or any of their respective directors, officers, agents, employees, consultants or other persons acting on behalf of Tahoe or any of its subsidiaries.

  • Antitakeover Statutes Take any action (i) that would cause this Agreement or the Transaction to be subject to the provisions of any state antitakeover law or state law that purports to limit or restrict business combinations or the ability to acquire or vote shares or (ii) to exempt or make not subject to the provisions of any state antitakeover law or state law that purports to limit or restrict business combinations or the ability to acquire or vote shares, any Person (other than PPBI or its Subsidiaries) or any action taken thereby, which Person or action would have otherwise been subject to the restrictive provisions thereof and not exempt therefrom.

  • Certification Regarding Prohibition of Boycotting Israel (Tex Gov. Code 2271)

  • 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.

  • Compliance with Federal Law, Regulations, and Executive Orders This is an acknowledgement that FEMA financial assistance will be used to fund all or a portion of the contract. The contractor will comply with all applicable Federal law, regulations, executive orders, FEMA policies, procedures, and directives.

  • 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 of Incorporation; Name; No Changes Seller’s state of incorporation is the State of Nevada. Seller’s exact legal name is as set forth in the first paragraph of this Agreement. Seller has not changed its name whether by amendment of its Articles of Incorporation, by reorganization or otherwise, and has not changed its state of incorporation within the four months preceding the Closing Date.

  • References to Statutes, Public Acts, Regulations, Codes and Executive Orders All references in this Contract to any statute, public act, regulation, code or executive order shall mean such statute, public act, regulation, code or executive order, respectively, as it has been amended, replaced or superseded at any time. Notwithstanding any language in this Contract that relates to such statute, public act, regulation, code or executive order, and notwithstanding a lack of a formal amendment to this Contract, this Contract shall always be read and interpreted as if it contained the most current and applicable wording and requirements of such statute, public act, regulation, code or executive order as if their most current language had been used in and requirements incorporated into this Contract at the time of its execution.

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