A clause in an agreement between an objective and a potential bidder that gives the potential bidder the right to match or better improve a competing proposal for the objective. An agreement that often includes one or more lock-in arrangements between a bidder and a target company that sets out the main conditions under which the bidder agrees to bid for the target. A clause in an agreement between an objective and a potential tenderer that specifies a period during which the objective is entitled to obtain a competing tender. A clause in an agreement between an objective bidder and a potential bidder that prevents the target from granting due diligence access to potential competing bidders without the consent of the first bidder. A clause in an agreement between an objective and a potential bidder that promotes or facilitates a particular control operation and may impede another actual or potential control operation.5 Examples: An agreement between a company and an employee (usually a key employee) that gives the employee the right to terminate his or her employment relationship and, in the event of a hostile offer, a large offer to receive the termination payment.4 May act as a poison pill. An agreement between a bidder and a target company under which the target company agrees to offer its shareholders a system containing the conditions under which the bidder proposes to acquire the target. Fee to be paid by a bidder to a target (to offset the target for the costs and expenses of the tender or scheme) if the bidder or schematically lets the tender fail or let it expire. One of the 602 principles that states that the acquisition of control of a company`s shares must take place in an efficient, competitive and informed market. It was named after its contributor, Mr. Leigh Masel, who was then Chairman of the National Companies and Securities Commission. The practice of acquiring shares of a target company in order to prevent a bidder from pursuing the forced acquisition, thus forcing the offeror to buy those shares at a premium to reach 100% of the target. Acquisition in which the bidder attempts to acquire a target for election review, resulting in the target shareholders becoming the majority shareholders of the merged company.
For example, if a bidder publicly declares that it will not improve the consideration offered to target shareholders and subsequently attempts to increase the consideration, it is in violation of the “final and final statements” policy and, as a result, may take regulatory action, including an explanation of unacceptable circumstances. Unauthorized attempts to upload information and/or modify information to any part of this website are strictly prohibited and subject to prosecution under the Computer Fraud and Abuse Act of 1986 and the National Information Infrastructure Protection Act of 1996 (see Title 18 U.S.C ยงยง 1001 and 1030). By using this website, you agree to security monitoring and auditing. For security reasons and to ensure that the public service remains accessible to users, this government computer system uses network traffic monitoring programs to identify unauthorized attempts to upload or modify information, or otherwise cause damage, including attempts to deny service to users. An exception to the prohibition of takeover bids, which includes a formal offer by a bidder to acquire all (or part) of the shares of a target company from the shareholders of the offeree company that the offeror does not already own or control. An offer can be an offer on the market or an offer outside the market. See Article 616. The restriction of Article 606 which prevents a person from acquiring a stake in more than 20% of the shares of a large-holding company without fulfilling any of the exceptions in Article 611 such as Creep, Acquisition or Scheme. If a user or application submits more than 10 requests per second, other requests from the IP address may be limited for a short time. Once the request rate has fallen below the threshold for 10 minutes, the user can continue to access the content on SEC.gov. This SEC practice is designed to limit excessive automated searches to SEC.gov and is not intended or should not affect anyone browsing the site SEC.gov.
The acquisition of a company (the target company) by a person (the offeror) on the basis of a takeover bid. See Article 616.