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ELN » Topics » As an Ordinary Resolution

This excerpt taken from the ELN 6-K filed Mar 30, 2007.
As an Ordinary Resolution
 
  7.  That the Directors be and are hereby generally and unconditionally authorised in substitution for all existing authorities to exercise all powers of the Company to allot and issue all relevant securities (as defined by Section 20 of the Companies (Amendment) Act, 1983) up to an aggregate nominal amount equal to the authorised but unissued share capital of the Company at the conclusion of this meeting, and the authority hereby conferred shall expire at the close of business on May 23, 2012 unless previously renewed, varied or revoked by the Company in general meeting. Provided however, that the Company may make an offer or agreement before the expiry of this authority, which would or might require any such securities to be allotted or issued after this authority has expired, and the Directors may allot and issue any such securities in pursuance of any such offer or agreement as if the authority conferred hereby had not expired.
 
As Special Resolutions
 
  8.  That, subject to the passing of Resolution 7 in the Notice of the Meeting, the Directors be and are hereby empowered pursuant to Section 24 of the Companies (Amendment) Act, 1983 to allot securities (as defined in Section 23 of that Act) for cash pursuant to the authority conferred by the said Resolution 7 as if sub-section (1) of the said Section 23 did not apply to any such allotment provided that the power conferred by this Resolution shall (i) expire at the close of business on the earlier of the date of the next Annual General Meeting of the Company or August 23, 2008, unless previously renewed, varied or revoked, and (ii) the amount of such allotment shall not exceed 40 million shares. The Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offer or agreement as if the power conferred hereby had not expired.
 
  9.  That, subject to the provisions of the Companies Act, 1990 (the “1990 Act”) and, in particular, Part XI thereof, the Company and/or any subsidiary (as such expression is defined by Section 155 of the Companies Act, 1963) of the Company be and is hereby generally authorised to make market purchases (as defined by Section 212 of the 1990 Act) of shares of any class of the Company (“Shares”) on such
 
Elan Corporation, plc Notice of Annual General Meeting
 

 

  terms and conditions and in such manner as the Directors may from time to time determine but subject to the provisions of the 1990 Act and the following restrictions and provisions:
 
(a) that the minimum price which may be paid for any Shares shall be the nominal value thereof;
 
(b) the maximum price which may be paid for any Share (a “Relevant Share”) shall be the higher of the nominal value thereof and an amount equal to 105 per cent of the average of the relevant prices of the Shares of the same class as the Relevant Share in respect of each of the five Trading Days immediately preceding the day on which the Relevant Share is purchased;
 
(c) the aggregate nominal value of the Shares purchased under this resolution must not exceed 15 per cent of the aggregate nominal value of the issued share capital of the Company as at the commencement of business on the day of the passing of this resolution;
 
(d) for the purposes of this Resolution the following expressions have the following meanings:
 
(i) “Relevant Price” means in respect of any Trading Day, the closing price on the Exchange of a Share of the same class as the Relevant Share for such Trading Day;
 
(ii) The “Exchange” means the Irish Stock Exchange Limited or any successor or successors thereof and;
 
(iii) “Trading Day” means a day on which trading has taken place on the Exchange in Shares of the same class as the Relevant Share.
 
The authority hereby conferred shall expire at the close of business on the earlier of the date of the next Annual General Meeting of the Company or November 23 2008, unless previously varied, revoked or renewed in accordance with the provisions of Section 215 of the 1990 Act. The Company or any such subsidiary may before such expiry enter into a contract for the purchase of Shares which would or might be wholly or partly executed after such expiry and may complete any such contract as if the authority conferred hereby had not expired.
 
  10.  That, subject to the provisions of the Companies Act, 1990 (the “1990 Act”) including, in particular, Part XI thereof, for the purposes of Section 209 of the 1990 Act the re-issue price range at which any treasury shares (as defined by Section 209) for the time being held by the Company may be re-issued off-market shall be as follows:
 
(a) the maximum price at which a treasury share may be re-issued off-market shall be an amount equal to 120 per cent of the Relevant Price; and
 
(b) the minimum price at which a treasury share may be re-issued off-market shall be an amount equal to 95 per cent of the Relevant Price; provided that no treasury share shall be re-issued at less than the nominal value thereof.
 
For the purposes of this resolution the following expressions have the following meanings:
 
(i) “Relevant Price” means the average of the closing prices on the Exchange of a Share of the same class as the treasury share which is to be re-issued for the five Trading Days immediately preceding the day on which the treasury share is to be re-issued;
 
(ii) The “Exchange” means the Irish Stock Exchange Limited or any successor or successors thereof; and
 
(iii) “Trading Day” means a day on which trading has taken place on The Exchange in Shares of the same class as the treasury shares which are to be re-issued.
 
Elan Corporation, plc Notice of Annual General Meeting
 

 

 
The authority hereby conferred shall expire at the close of business on the earlier of the date of the next Annual General Meeting of the Company or November 23, 2008, unless previously varied or renewed in accordance with the provisions of Section 209 of the 1990 Act.
 
 
Dated March 28, 2007
 
By Order of the Board
 
-s- William Daniel
William Daniel
Secretary
Treasury Building, Lower Grand Canal Street,
Dublin 2, Ireland
 
NOTES
 
(a)  A member entitled to attend and vote at the above meeting is entitled to appoint one or more proxies to attend, speak and vote on his/her behalf. A proxy need not be a member of the Company.
 
(b)  Forms of Proxy, to be valid, must reach the Registrars to the Company; Computershare Services (Ireland) Limited, Heron House, Sandyford Industrial Estate, Dublin 18, Ireland not later than 48 hours before the time appointed for the holding of the Meeting.
 
Elan Corporation, plc Notice of Annual General Meeting
 

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