Transactions with Interested Shareholders. The Delaware General Corporation Law contains a business combination statute applicable to Delaware corporations whereby, unless the corporation has specifically elected not to be governed by such statute by amendment to its certificate of incorporation, it is prohibited from engaging in certain business combinations with an □interested shareholder□ for three years following the date that such person becomes an interested shareholder. An interested shareholder, generally, is a person who, or a group which, owns or owned 15% or more of the target□s outstanding voting share within the past three years. This has the effect of limiting the ability of a potential acquirer to make a two-tiered bid for the target in which all shareholders would not be treated equally. The statute does not apply if, among other things, prior to the date on which such shareholder becomes an interested shareholder, the board of directors approves either the business combination or the transaction which resulted in the person becoming an interested shareholder. This encourages any potential acquirer of a Delaware corporation to negotiate the terms of any acquisition transaction with the target□s board of directors. Cayman Islands law has no comparable statute. As a result, we cannot avail ourselves of the types of protections afforded by the Delaware business combination statute. However, although Cayman Islands law does not regulate transactions between a company and its significant shareholders, it does provide that such transactions must be entered into bona fide in the best interests of the company and for a proper purpose and not with the effect of constituting a fraud on the minority shareholders.
Transactions with Interested Shareholders. Glatfelter is subject to Section 2538 of Subchapter D of Chapter 25 of the PBCL which requires certain transactions with an “interested shareholder” to be approved by a majority of disinterested shareholders. Section 2538 defines “interested shareholder” generally to include any shareholder who is a party to the transaction or who is treated differently than other shareholders and affiliates of the corporation.
Transactions with Interested Shareholders. Notwithstanding any other provisions of this Agreement, the Company shall not engage in any Business Combination with any Interested Shareholder, or any Related Person thereof, for a period of three (3) years following the time that such Shareholder or any Related Person thereof became an Interested Shareholder, unless:
Transactions with Interested Shareholders. There is no transaction between Xxxx Xxxxx Property and/or its subsidiaries which involves the interest of PNB and ASB for the preceding twelve (12) months, from 28 April 2019 to 28 April 2020.
Transactions with Interested Shareholders. There were no other transactions entered into between Xxxx Xxxxx Property and / or the subsidiaries of Xxxx Xxxxx Property which involves the interest of PNB and ASB for the preceding 12 months, from 17 June 2018 to 17 June 2019.
