Obligations of target company require maintaining ordinary course conduct and restricting material corporate actions during an open offer. Upon a public announcement of an open offer, the board must keep the target's business in the ordinary course and may not undertake major corporate actions without shareholder approval by special resolution; limited exceptions for pre-announcement conversions, filed public issues and announced rights issues apply. The company must not fix certain record dates during the tendering period, must provide a shareholder list to the acquirer (with reimbursement for reasonable costs), constitute a committee of independent directors to publish reasoned recommendations (including voting patterns) before tendering, facilitate verification and cooperation among acquirers, and promptly register transfers once regulatory conditions are met.
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Provisions expressly mentioned in the judgment/order text.
Obligations of target company require maintaining ordinary course conduct and restricting material corporate actions during an open offer.
Upon a public announcement of an open offer, the board must keep the target's business in the ordinary course and may not undertake major corporate actions without shareholder approval by special resolution; limited exceptions for pre-announcement conversions, filed public issues and announced rights issues apply. The company must not fix certain record dates during the tendering period, must provide a shareholder list to the acquirer (with reimbursement for reasonable costs), constitute a committee of independent directors to publish reasoned recommendations (including voting patterns) before tendering, facilitate verification and cooperation among acquirers, and promptly register transfers once regulatory conditions are met.
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