Dialog Shares definition
Examples of Dialog Shares in a sentence
It may be difficult for US holders of Dialog Shares to enforce their rights and any claim arising out of the US federal laws, since Renesas and Dialog are located primarily in a non-US jurisdiction, and some or all of their officers and directors may be residents of a non-US jurisdiction.
In accordance with Rule 2.9 of the Takeover Code, Dialog confirms that, as of today’s date, it has in issue 71,268,687 ordinary shares of £0.10 each (excluding Dialog Shares held in treasury).
The receipt of consideration by a US holder for the transfer of its Dialog Shares pursuant to the Scheme may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws.
US holders of Dialog Shares may not be able to ▇▇▇ a non-US company or its officers or directors in a non-US court for violations of the US securities laws.
Dialog Shares are currently listed on the Frankfurt Stock Exchange.
Accordingly, the Dialog Directors intend to recommend unanimously that Dialog Shareholders vote in favour of the Scheme at the Court Meeting and the resolutions relating to the Acquisition to be proposed at the Dialog General Meeting, as they have irrevocably undertaken to do in respect of their own beneficial holdings of 599,327 Dialog Shares (representing in aggregate approximately 0.841 per cent.
US holders of Dialog Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws.
As further detailed in paragraph 12 (De-listing and re-registration of Dialog as a private limited company), a request will be made by Dialog to the FSE to cancel trading in Dialog Shares on its open market to take effect on, or shortly after, the Effective Date and the FSE will be requested to cancel the listing of the Dialog Shares from the FSE’s regulated market on, or shortly after, the Effective Date.
This is to be achieved by the transfer of the Dialog Shares to Renesas, in consideration for which the Dialog Shareholders who are on the register of members at the Scheme Record Time shall receive cash consideration on the basis set out in this Announcement in paragraph 2 (The Acquisition) above.
Upon the Provider’s request, the User must provide complete or more specific documentation or information.