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AYR » Topics » We have anti-takeover provisions in our bye-laws that may discourage a change of control.

These excerpts taken from the AYR 10-K filed Mar 2, 2009.
We have anti-takeover provisions in our bye-laws that may discourage a change of control.
 
Our bye-laws contain provisions that could make it more difficult for a third party to acquire us without the consent of our board of directors. These provisions provide for:
 
  •   a classified board of directors with staggered three-year terms;
 
  •   provisions in our bye-laws regarding the election of directors, classes of directors, the term of office of directors and amalgamations to be rescinded, altered or amended only upon approval by a resolution of the directors and by a resolution of our shareholders, including the affirmative votes of at least 66% of the votes attaching to all shares in issue entitling the holder to vote on such resolution;
 
  •   provisions in our bye-laws dealing with the removal of directors and corporate opportunity to be rescinded, altered or amended only upon approval by a resolution of the directors and by a resolution of our shareholders, including the affirmative votes of at least 80% of the votes attaching to all shares in issue entitling the holder to vote on such resolution;
 
  •   the removal of directors by a resolution, including the affirmative votes of at least 80% of all votes attaching to all shares in issue entitling the holder to vote on such resolution;
 
  •   our board of directors to determine the powers, preferences and rights of our preference shares and to issue such preference shares without shareholder approval;
 
  •   advance notice requirements by shareholders for director nominations and actions to be taken at annual meetings; and
 
  •   no provision for cumulative voting in the election of directors; all the directors standing for election may be elected by our shareholders by a plurality of votes cast at a duly convened annual general meeting, the quorum for which is two or more persons present in person or by proxy at the start of the meeting and representing in excess of 50% of all votes attaching to all shares in issue entitling the holder to vote at the meeting.
 
In addition, these provisions may make it difficult and expensive for a third party to pursue a tender offer, change in control or takeover attempt that is opposed by Fortress, our management and/or our board of directors. Public shareholders who might desire to participate in these types of transactions may not have an opportunity to do so. These anti-takeover provisions could substantially impede the ability of public shareholders to benefit from a change in control or change our management and board of directors and, as a result, may adversely affect the market price of our common shares and your ability to realize any potential change of control premium.
 
We
have anti-takeover provisions in our bye-laws that may
discourage a change of control.


 



Our bye-laws contain provisions that could make it more
difficult for a third party to acquire us without the consent of
our board of directors. These provisions provide for:


 












































































  •  
a classified board of directors with staggered three-year terms;
 
  •  
provisions in our bye-laws regarding the election of directors,
classes of directors, the term of office of directors and
amalgamations to be rescinded, altered or amended only upon
approval by a resolution of the directors and by a resolution of
our shareholders, including the affirmative votes of at least
66% of the votes attaching to all shares in issue entitling the
holder to vote on such resolution;
 
  •  
provisions in our bye-laws dealing with the removal of directors
and corporate opportunity to be rescinded, altered or amended
only upon approval by a resolution of the directors and by a
resolution of our shareholders, including the affirmative votes
of at least 80% of the votes attaching to all shares in issue
entitling the holder to vote on such resolution;
 
  •  
the removal of directors by a resolution, including the
affirmative votes of at least 80% of all votes attaching to all
shares in issue entitling the holder to vote on such resolution;
 
  •  
our board of directors to determine the powers, preferences and
rights of our preference shares and to issue such preference
shares without shareholder approval;
 
  •  
advance notice requirements by shareholders for director
nominations and actions to be taken at annual meetings; and
 
  •  
no provision for cumulative voting in the election of directors;
all the directors standing for election may be elected by our
shareholders by a plurality of votes cast at a duly convened
annual general meeting, the quorum for which is two or more
persons present in person or by proxy at the start of the
meeting and representing in excess of 50% of all votes attaching
to all shares in issue entitling the holder to vote at the
meeting.


 



In addition, these provisions may make it difficult and
expensive for a third party to pursue a tender offer, change in
control or takeover attempt that is opposed by Fortress, our
management
and/or our
board of directors. Public shareholders who might desire to
participate in these types of transactions may not have an
opportunity to do so. These anti-takeover provisions could
substantially impede the ability of public shareholders to
benefit from a change in control or change our management and
board of directors and, as a result, may adversely affect the
market price of our common shares and your ability to realize
any potential change of control premium.


 




This excerpt taken from the AYR 10-Q filed Nov 17, 2008.
We have anti-takeover provisions in our bye-laws that may discourage a change of control.
 
Our bye-laws contain provisions that could make it more difficult for a third party to acquire us without the consent of our board of directors. These provisions provide for:
 
  •   a classified board of directors with staggered three-year terms;
 
  •   provisions in our bye-laws regarding the election of directors, classes of directors, the term of office of directors and amalgamations to be rescinded, altered or amended only upon approval by a resolution of the directors and by a resolution of our shareholders, including the affirmative votes of at least 66% of the votes attaching to all shares in issue entitling the holder to vote on such resolution;
 
  •   provisions in our bye-laws dealing with the removal of directors and corporate opportunity to be rescinded, altered or amended only upon approval by a resolution of the directors and by a resolution of our shareholders, including the affirmative votes of at least 80% of the votes attaching to all shares in issue entitling the holder to vote on such resolution;
 
  •   the removal of directors by a resolution, including the affirmative votes of at least 80% of all votes attaching to all shares in issue entitling the holder to vote on such resolution;
 
  •   our board of directors to determine the powers, preferences and rights of our preference shares and to issue such preference shares without shareholder approval;
 
  •   advance notice requirements by shareholders for director nominations and actions to be taken at annual meetings; and
 
  •   no provision for cumulative voting in the election of directors; all the directors standing for election may be elected by our shareholders by a plurality of votes cast at a duly convened annual general meeting, the quorum for which is two or more persons present in person or by proxy at the start of the meeting and representing in excess of 50% of all votes attaching to all shares in issue entitling the holder to vote at the meeting.
 
In addition, these provisions may make it difficult and expensive for a third party to pursue a tender offer, change in control or takeover attempt that is opposed by Fortress, our management and/or our board of directors. Public shareholders who might desire to participate in these types of transactions may not have an opportunity to do so. These anti-takeover provisions could substantially impede the ability of public shareholders to benefit from a change in control or change our management and board of directors and, as a result, may adversely affect the market price of our common shares and your ability to realize any potential change of control premium.
 

EXCERPTS ON THIS PAGE:

10-K (2 sections)
Mar 2, 2009
10-Q
Nov 17, 2008

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