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

..... ON OF SHARES AND TAKEOVERS) REGULATIONS, 1997 - Regulation 23 - 23. (1) Unless the approval of the general body of shareholders is obtained after the date of the public announcement of offer, the board of directors of the target company shall not, during the offer period,- (a) sell, transfer, encumber or otherwise dispose of or enter into an agreement for sale, transfer, encumbrance or for disposal of assets otherwise, 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 ( .....

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..... changes as would give the acquirer representation on the board on control over the company can be made by the target company; (b) allow any person or persons representing or having interest in the acquirer, if he is already a director on the board of the target company before the date of the public announcement, to participate in any matter relating to the offer, including any preparatory steps leading 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 indep .....

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..... [or the State Government] and the agreement to sell contains a clause to the effect that in case of non-compliance of any of the provisions of the regulations by the acquirer, transfer of shares or the change of management or control of the Public Sector Undertaking shall vest back with the Central Government 5[or the State Government] and the acquirer shall be liable to such penalty as may be 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 substi .....

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