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) 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.

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").

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,

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;

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.

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:

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 ...

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.

Whitewash Waiver. ‌ the Executive having granted the Whitewash Waiver and such waiver not having been subsequently revoked or withdrawn;