CmaBylaw
Executive Bylaws
3-1-16 Restrictions on the Board of Directors of an Offeree Company Of Module Nine: Mergers and Acquisitions
Section: Chapter Three: Acquisitions
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Sunday, 05 February 2017
An Offeree company may not, during an Offer Period or primary negotiations concerning an offer, perform any of the following: 1. Issue new Shares within the limits of authorized capital, or issue or grant option contracts related to such Shares. 2. Issue any Securities convertible to Shares. 3. Dispose of any Asset of Significant Value. 4. Enter into contracts that are beyond the normal business operations of the company. 5. Adopt any procedure that would lead to refusing the offer or constraining the shareholders’ choice to make a decision in this regard. 6. Impose significant financial obligations on the company, with the exception of those within the limits of enabling it to finance and practice its normal operations. Restrictions imposed under this Article shall not violate an Offeree company’s right to take any action set out in this Article, provided that the approval of the shareholders is given in a general assembly or if the company becomes committed to take such action before offer submission.
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