TaxTMI 
TaxTMI 
Definitions
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.... or voting rights in, or control over, a target company; (c) "Act" means the Securities and Exchange Board of India Act, 1992 (15 of 1992); (d) "Board" means the Securities and Exchange Board of India established under section 3 of the Act; (e) "control" includes the right to appoint majority of the directors or to control the management or policy decisions exercisable by a person or persons acting individually or in concert, directly or indirectly, including by virtue of their shareholding or management rights or shareholders agreements or voting agreements or in any other manner: Provided that a director or officer of a target company shall not be considered to be in control over such target company, me....
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....t identical throughout such period, the weighted average number of total shares of such class of the target company shall represent the total number of shares; ^6[(ja) "fugitive economic offender" shall mean an individual who is declared a fugitive economic offender under section 12 of the Fugitive Economic Offenders Act, 2018 (17 of 2018)] (k) "identified date" means the date falling on the tenth working day prior to the commencement of the tendering period, for the purposes of determining the shareholders to whom the letter of offer shall be sent; (l) "immediate relative" means any spouse of a person, and includes parent, brother, sister or child of such person or of the spouse; (m) "listing agreement" ....
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.... the persons falling within the following categories shall be deemed to be persons acting in concert with other persons within the same category, unless the contrary is established,- (i) a company, its holding company, subsidiary company and any company under the same management or control; (ii) a company, its directors, and any person entrusted with the management of the company; (iii) directors of companies referred to in item (i) and (ii) of this sub-clause and associates of such directors; (iv) promoters and members of the promoter group; (v) immediate relatives; (vi) a mutual fund, its sponsor, trustees, trustee company, and asset management company; (vii) a collective inve....
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....; Explanation.- For the purposes of this clause "associate" of a person means,- (a) any immediate relative of such person; (b) trusts of which such person or his immediate relative is a trustee; (c) partnership firm in which such person or his immediate relative is a partner; and (d) members of Hindu undivided families of which such person is a coparcener; (r) ^8["postal ballot" means a postal ballot as provided for under Rule 22 of the Companies (Management and Administration) Rules, 2014 made under the Companies Act, 2013;] (s) "promoter" has the same meaning as in the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 and i....
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.... (z) "target company" means a company and includes a body corporate or corporation established under a Central legislation, State legislation or Provincial legislation for the time being in force, whose shares are listed on a stock exchange; (za) "tendering period" means the period within which shareholders may tender their shares in acceptance of an open offer to acquire shares made under these regulations; ^11[(zaa) "valuer" shall have the same meaning as assigned to it under section 247 of the Companies Act, 2013 (18 of 2013) as amended from time to time;] (zb) "volume weighted average market price" means the product of the number of equity shares traded on a stock exchange and the price of each equity share ....
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.... "(ix) a foreign institutional investor and its sub-accounts;" 3 Clause (ze) renumbered as clause "(zf)" by the SEBI (Substantial Acquisition of Shares and Takeovers) (Second Amendment) Regulations, 2016, w.e.f. 25-05-2016. 4 Inserted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Second Amendment) Regulations, 2016, w.e.f. 25-05-2016. 5 Substituted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Second Amendment) Regulations, 2018, w.e.f. 11-09-2018. Prior to the amendment, it read as "is made". 6 Inserted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Second Amendment) Regulations, 2018, w.e.f. 11-09-2018. 7 Inserted by the SEBI (Substantial Acquisition of....