General obligations of the board of directors of the target company.

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....erwise, not being sale or disposal of assets in the ordinary course of business, of the company or its subsidiaries; or (b) issue 1[or allot] any authorised but unissued securities carrying voting rights during the offer period; or (c) enter into any material contracts. 2[Explanation.-Restriction on issue of securities under clause (b) of sub-regulation (1) shall not affect- (i) the right of the target company to issue or allot shares carrying voting rights upon conversion of debentures already issued or upon exercise of option against warrants, as per pre-determined terms of conversion or exercise of option; (ii) issue or allotment of shares pursuant to public or rights issue in respect of which the offer document has already been fil....

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.... thereto. (4) The board of directors of the target company may, if they so desire, send their unbiased comments and recommendations on the offer(s) to the shareholders, keeping in mind the fiduciary responsibility of the directors to the shareholders and for the purpose seek the opinion of an independent merchant banker or a committee of independent directors: Provided that for any mis-statement or for concealment of material information, the directors shall be liable for action in terms of these regulations and the Act. (5) The board of directors of the target company shall facilitate the acquirer in verification of securities tendered for acceptances. (6) Upon fulfillment of all obligations by the acquirers under the regulations as ce....

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....e imposed by the Central Government 6[or the State Government].]       --------------------- Notes:- 1. Inserted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Second Amendment) Regulations, 2002, w.e.f. 9-9-2002. 2. Substituted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Second Amendment) Regulations, 2002, w.e.f. 9-9-2002. Prior to its substitution, Explanation read as under: "Explanation.─ Restriction on issue of securities under clause (b) of sub-regulation (1) shall not affect the right of the target company to issue and allot shares carrying voting rights upon conversion of debentures already issued or upon exercise of option against warrants, as per pre-determined terms ....