TMI BlogDefinitionsX X X X Extracts X X X X X X X X Extracts X X X X ..... 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, merely by virtue of holding such position; ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... res 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 means the agreement with the stock exchange governing the conditions of listing of shares of the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 investment scheme and its collective investment management company, trustees and trustee company; (viii) a venture capital fund and its sponsor, trustees, trustee company and asse ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 includes a member of the promoter group; (t) promoter group has the same meaning as in the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; (u) public sector undertaking means a target company in which ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... may tender their shares in acceptance of an open offer to acquire shares made under these regulations; (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 divided by the total number of equity shares traded on the stock exchange; (zc) volume weighted average price means the product of the number of equity shares bought and price of each such equity share divided by the total number of equity shares bought; (zd) weighted average number of total shares means the number of shares at the beginning of a period, adjusted for shares cancelled, bought back or issued during the aforesaid period, multiplied by a time-weighing factor; ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 Shares and Takeovers) (Second Amendment) Regulations, 2018 , w.e.f. 11-09-2018. 8 Substituted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Second Amendment) Regulations, 2018 , w.e.f. 11-09-2018. Prior to the amendment, the clause read as: (r) postal ballot means a postal ballot as provided for under the Companies (Passing of the Resolution by Postal Ballot) Rules, 2001 made under the Companies Act, 1956 (1 of 1956) 9 Substituted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Second Amendment) Re ..... X X X X Extracts X X X X X X X X Extracts X X X X
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