Examples of Disinterested Shares in a sentence
There are a total of 49,289,543 Disinterested Shares (i.e. Shares other than those already held by the Offeror, its related corporations, or their respective nominees as at the date of the Composite Document and excluding treasury Shares).
Pursuant to Section 88 of the Companies Act and Rule 2.11 of the Takeovers Code, if the Offeror, within four (4) months of the posting of the Composite Document, has received valid acceptances in respect of not less than 90% of the Offer Shares and not less than 90% of the Disinterested Shares, the Offeror will privatise the Company by exercising its right to compulsorily acquire those Offer Shares not already acquired by the Offeror under the Share Offer.
Based on information available to the Offeror, there are a total of 49,289,543 Disinterested Shares.
To the maximum extent permissible under Section 262 of the Delaware General Corporation Law, the stockholders of the Corporation shall be entitled to the statutory appraisal rights provided therein, notwithstanding any exception otherwise provided therein, with respect to any transaction described in Article XI involving the Corporation which requires the affirmative vote of the holders of not less than 66-2/3% of the Disinterested Shares then outstanding.
Accordingly, Morgan Stanley, on behalf of the Offeror, will make an unconditional mandatory cash offer to acquire all the Disinterested Shares in compliance with Rule 26.1 of the Takeovers Code.