Whitewash Waiver Sample Clauses

Whitewash Waiver. (a) Under Rule 14.1 of the Singapore Code on Takeovers and Mergers (the “Code”), where (a) any person who acquires whether by a series of transactions over a period of time or not, shares which (taken together with shares held or acquired by persons acting in concert with him) carry 30% or more of the voting rights in the company; or (b) any person who, together with persons acting in concert with him, holds not less than 30% but not more than 50% of the voting rights in the company and such person, or any person acting in concert with him, acquires in any period of six months additional shares carrying more than 1% voting rights, such person is required to make a mandatory general offer for all the shares in the company which he does not already own or control (“Mandatory Offer”). (b) As at the date of this announcement, the Investor is a substantial shareholder. The fulfilment by the Investor of its obligations pursuant to the Investment Agreement may result in the Investor holding more than 30% of the enlarged share capital of the Company, thereby triggering a requirement for the Investor and parties acting in concert with him to make a Mandatory Offer, unless independent shareholders (shareholders other than the Investor and parties acting concert with it) approve at a general meeting a resolution to waive their rights to receive a Mandatory Offer from the Investor and parties acting in concert with him. (c) Subject to applicable laws and regulations, the Company shall use all reasonable efforts to render assistance to the Investor or his nominee or their respective concert parties to obtain a waiver from the SIC from any requirements under the Take-Over Code to make an offer for the shares or other securities of the Company (“Whitewash Waiver”), on terms reasonably satisfactory to the Investor, and to comply with any reasonable conditions attached to such waiver, if so requested by the Investor or his nominee. (d) The Company shall procure the Controlling Shareholders to give undertakings in the Undertakings Deed to vote all of their shares in favour of any Whitewash Waiver. (e) Parties agree to amend and vary any terms of the Investment Agreement if so required to ensure compliance with all applicable laws and regulations, Take-Over Code, SGX Listing Manual, Code of Corporate Governance and Company Constitution; and such directives, instructions, views as may be given by the Securities Industry Council or the SGX-ST.
Sample 1
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Whitewash Waiver. 10.1. Under Rule 14.1 of the Takeover Code, except with the consent of the SIC, where: (a) any person acquires whether by a series of transactions over a period of time or not, shares which (taken together with shares held or acquired by persons acting in concert with him) carry 30% or more of the voting rights of a company; and (b) any person who, together with persons acting in concert with him, holds not less than 30% but not more than 50% of the voting rights and such person, or any person acting in concert with him, acquires in any period of six (6) months additional shares carrying more than 1% of the voting rights, such person must extend offers immediately to the holders of any class of share capital of the company which carries votes and in which such person, or persons acting in concert with him, hold shares (including, where applicable, to make a general offer for the downstream companies held by such company) (a “Mandatory Offer”). In addition to such person, each of the principal members of the group of persons acting in concert with him may, according to the circumstances of the case, have the obligation to extend an offer. 10.2. Assuming the conversion of the Convertible Loan Note and exercise of all Options, the Investor will hold approximately 8,219,178,081 Shares representing approximately 54.9% of the enlarged issued share capital of the Company after the completion of the Proposed Transactions and the allotment and issue on a maximum basis of the (a) Conversion Shares,
Sample 1
Whitewash Waiver. If the allotment and issuance of the New Saizen REIT Units pursuant to the Properties Acquisition is completed, it is envisaged that SDPSL or its nominee(s) will own more than 30.0% of the enlarged issued unit capital of Saizen REIT on a fully diluted basis. Pursuant to Rule 14 of the Singapore Code on Take-overs and Mergers (the "Code"), SDPSL and the concert parties of SDPSL (as the case may be) will be required to make a mandatory general offer for all the remaining issued Units not already owned, controlled or agreed to be acquired by them except where the Securities Industry Council (the "SIC") grants them a waiver of their obligation to make a mandatory general offer under Rule 14 of the Code ("Whitewash Waiver"). SDPSL intends to make an application to the SIC for the Whitewash Waiver.
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Whitewash Waiver the grant by the Executive Director of the Corporate Finance Division of the SFC, and not having withdrawn or revoked such grant, of the Whitewash Waiver, and the fulfilment of all conditions, if any, attached to it;
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Whitewash Waiver. 8.1 Upon completion of the allotment and issuance of the Consideration Shares, the Vendors will acquire and hold up to: (a) 250,000,000 shares in the capital of the Company (based on an Illustrative Purchase Consideration of S$50 million), representing approximately 92.9% of the enlarged issued share capital of the Company on a post-Consolidation basis; or (b) 750,000,000 shares in the capital of the Company (based on an Illustrative Purchase Consideration of S$150 million), representing approximately 97.5% of the enlarged issued share capital of the Company on a post-Consolidation basis. 8.2 Pursuant to Rule 14 of the Code, the Vendors and its concert parties will be required to make a mandatory general offer for all the remaining issued shares in the Company not already owned, controlled or agreed to be acquired by them except where the SIC grants them a waiver of their obligation to make a mandatory general offer under Rule 14. 8.3 It is a condition precedent to the Proposed Acquisition that the SIC grants the Vendors and their concert parties, and does not revoke or repeal any such grant, a waiver of their obligation to make a general offer under Rule 14 of the Code for all the Shares not owned or controlled by them. Accordingly, the Vendors will be seeking for a whitewash waiver from the SIC prior to Completion.
Sample 1
Whitewash Waiver. As at the date of this announcement, Xxxxxxx and parties acting in concert with it are interested in approximately 29.05% of the existing issued share capital of the Company. Immediately upon completion of the Placing and the Loan Capitalisation, Xxxxxxx and parties acting in concert with it will be interested in 50.27% of the enlarged issued share capital of the Company. Accordingly, under Rule 26 of the Code, Xxxxxxx and parties acting in concert with it would be obligated to make a mandatory unconditional general offer for all the Shares in issue other than those already owned or agreed to be acquired by Xxxxxxx and/or parties acting in concert with it. Xxxxxxx will apply to the Executive for the Whitewash Waiver, which if granted, would normally be subject to the approval of the Independent Shareholders on a vote taken by way of a poll at the SGM. Xxxxxxx and parties acting in concert with it have not dealt in any securities of the Company for the period of six months prior to the date of this announcement. During the past 24 months, the Company undertook 3 fund raising exercises:
Sample 1
Whitewash Waiver. The Company has issued S$76 million principal amount of zero coupon conditional unsecured convertible notes with a maturity of three years from the date of issue (the “Notes”). Please refer to the announcements dated 2 May 2007 and 28 June 2007 released by the Company on the SGXNet for more information on the Notes. The Company is entitled to issue a further tranche of up to S$24 million principal amount of Notes. The Notes are convertible into shares in the capital of the Company (the “Conversion Shares”) at the option of the holders of the Notes in accordance with the Conditions of the Notes. As at the date of this Announcement, an aggregate principal amount of S$22 million of the Notes have been converted into 407,230,766 Shares of the Company. The Vendor has a direct interest of approximately 48.8% of the issued share capital of the Company. In the event that the remaining S$54 million principal amount of Notes currently issued are fully converted into shares of the Company prior to the Completion Date (the “Full Notes Conversion”), the issue of the Conversion Shares will cause the Vendor’s shareholding interest in the Company to be further diluted to 39.68%. Pursuant to Rule 14.1 of the Singapore Code on Take-overs and Mergers (the “Code”), where any person who, together with persons acting in concert with him, holds not less than 30% but not more than 50% of the voting rights of the Company and such person, or any person acting in concert with him, acquires in any period of 6 months additional shares carrying more than 1% of the voting rights of the Company, such person must make a general offer immediately, on the basis set out in the Code, to the holders of any class of share capital of the company which carries votes. In the event that the Proposed Acquisition is completed after the Full Notes Conversion and 1,945,398,531 Shares (being the maximum number of Consideration Shares) are issued to the Vendor for the Proposed Acquisition, the Vendor’s shareholding in the Company will increase from approximately 39.68% (after adjusting for the Full Notes Conversion) to approximately 56.13% of the enlarged share capital of the Company (after adjusting for the Full Notes Conversion and the Consideration Shares). Accordingly, the Vendor and its concert parties would be obliged to make a mandatory general offer for the remaining Shares not owned or controlled by the Vendor and its concert parties pursuant to Rule 14.1 of the Code. An application was made to ...
Sample 1
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Whitewash Waiver. Following the completion of the Properties Acquisition, it is envisaged that the SD Unitholding Co will hold no less than 25.0% of the Enlarged Group's total Units in issue. Depending on the number of New Saizen REIT Units issued under the Compliance Placement, SD Unitholding Co may hold more than 30.0% of the Enlarged Group's total Units in issue. In such event, SD Unitholding Co will be required, under Rule 14 of the Singapore Code on Take-overs and Mergers (the "Code"), to make a general offer for the remaining Units not already owned, controlled or agreed to be acquired by the SD Unitholding Co and/or its concert parties except where the SIC grants them a waiver of their obligation to make a mandatory general offer under Rule 14 of the Code ("Whitewash Waiver"). SD Unitholding Co intends to make an application to the SIC for the Whitewash Waiver. Unitholders will have to approve a resolution for a waiver of their right to receive a mandatory general offer under Rule 14 of the Code from the Vendor and its concert parties at the EGM ("Whitewash Resolution").
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Related to Whitewash Waiver

  • Amendment, Waiver, etc Except as expressly provided herein, neither this Warrant nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the party against whom enforcement of any such amendment, waiver, discharge or termination is sought; provided, however, that any provision hereof may be amended, waived, discharged or terminated upon the written consent of the Company and the Majority of the Holders and such amendment, waiver, discharge or termination shall be effective with respect to the Company and all Holders.

  • Xx Waiver The failure of any Party to insist upon or enforce strict performance by any other Party of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment to any extent of such Party’s right to assert or rely upon any such provision or right in that or any other instance; rather the same shall be and remain in full force and effect.

  • F2 Waiver The failure of either Party to insist upon strict performance of any provision of the Contract, or the failure of either Party to exercise, or any delay in exercising, any right or remedy shall not constitute a waiver of that right or remedy and shall not cause a diminution of the obligations established by the Contract.

  • Amendment; Waivers, etc No amendment, modification or discharge of this Agreement, and no waiver hereunder, shall be valid or binding unless set forth in writing and duly executed by the party against whom enforcement of the amendment, modification, discharge or waiver is sought. Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the party granting such waiver in any other respect or at any other time. Neither the waiver by any of the parties hereto of a breach of or a default under any of the provisions of this Agreement, nor the failure by any of the parties, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder, shall be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights or privileges hereunder. The rights and remedies herein provided are cumulative and none is exclusive of any other, or of any rights or remedies that any party may otherwise have at law or in equity.

  • Amendments; Waiver This Agreement may be amended by the parties hereto and the terms and conditions hereof may be waived only by an instrument in writing signed on behalf of each of the parties hereto, or, in the case of a waiver, by an instrument signed on behalf of the party waiving compliance.

  • CONSENTS, AMENDMENTS, WAIVERS, ETC Any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof), and the amount of the Commitment Fee or Letter of Credit Fees hereunder may not be reduced without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 may not be amended without the written consent of the Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.

  • Amendment; Waivers This Agreement may not be modified, amended, waived or discharged in any manner except by an instrument in writing signed by both parties hereto. The waiver by either party of compliance with any provision of this Agreement by the other party shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by such party of a provision of this Agreement.

  • Governing Law; Amendment This Agreement shall be governed by, and shall be construed and administered in accordance with, the laws of the State of Delaware (without regard to its choice of law rules) and the requirements of any applicable federal law. This Agreement may be modified or amended only by a writing signed by the parties hereto.

  • Amendment; Waiver No provision of this Agreement may be amended or waived except by an instrument in writing signed by the parties hereto.

  • Modifications; Amendments; Waivers The terms and provisions of this Agreement may not be modified or amended, nor may any provision be waived, except pursuant to a writing signed by the Corporation and the holders of at least a majority of the Registrable Shares then outstanding.

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