3. For the purpose of subsection 271(3) of the Act, “take-over bid” means a take-over bid under any legislation that is set out in column 2 of the schedule.

3. Member States may decide not to apply paragraph 2 in the event of an increase in subscribed capital made in order to give effect to a merger, a division or a public offer for the purchase or exchange of shares and to pay the shareholders of the company which is being absorbed or divided or which is the object of the public offer for the purchase or exchange of shares.

Member States may decide not to apply paragraph 2 in the event of an increase in subscribed capital made in order to give effect to a merger, a division or a public offer for the purchase or exchange of shares and to pay the shareholders of the company which is being absorbed or divided or which is the object of the public offer for the purchase or exchange of shares.

For the purposes of this Regulation, references to rights and obligations constituting the terms and conditions governing the issuance, offers to the public or public take-over bids of transferable securities and references to the subscription and redemption of units in collective investment undertakings should include the terms governing, inter alia, the allocation of securities or units, rights in the event of over-subscription, withdrawal rights and similar matters in the context of the offer as well as those matters referred to in Articles 10, 11, 12 and 13, thus ensuring that ...[+++] all relevant contractual aspects of an offer binding the issuer or the offeror to the consumer are governed by a single law.

(h) the form of the contract which is the subject of the invitation to tender: purchase, lease, hire or hire-purchase, or any combination of these; and

Instead, the new proposal would simply require Member States' own rules on takeovers to respect the following principles: a) equal treatment for all holders of securities in the target company who are in the same position b) persons to whom the bid is addressed must have sufficient time and all necessary information to enable them to take a properly informed decision on the bid c) the board of the target company must act in the interests of the company taken as a whole, with particular regard to shareholders' interests d) false markets must not be created in the securities of the target company, of the bidding company or any other compan ...[+++]y concerned by the bid e) target companies must not be hindered in the conduct of their affairs for longer than is reasonable by a bid for their securities.