Compliance with Listing Rules. It is the express intention of the Parties that (i) the Shares, including any other securities of the Company convertible into or exercisable for Ordinary Shares, in any transaction or series of related transactions shall not have, upon issuance by the Company to the Purchaser, voting power equal to or in excess of 20% of the voting power outstanding (the aggregate number of votes that may be cast by holders of such securities outstanding that entitle the holders thereof to vote generally on all matters submitted to the Company’s security holders for a vote) before the issuance of such Shares or of securities convertible into or exercisable for Ordinary Shares; (ii) the number of Shares to be issued hereunder shall not be, upon issuance by the Company to the Purchaser, equal to or in excess of 20% of the number of Ordinary Shares actually issued and outstanding (excluding treasury shares, Ordinary Shares held by a subsidiary of the Company, any shares reserved for issuance upon conversion of securities or upon exercise of options or warrants) before the issuance of such Shares or of securities convertible into or exercisable for Ordinary Shares.
Compliance with Listing Rules. Xxx Xxx is a majority shareholder of the Company. As at the date of this announcement, Xxx Xxx (through its subsidiaries) was interested in 635,415,033 Shares, representing approximately 51.17% of the Company’s issued share capital. Accordingly, Xxx Xxx is a substantial shareholder of the Company and therefore a connected person of the Company under the Listing Rules. Transactions under the Framework Agreement and the Individual Agreements constitute continuing connected transactions of the Company under the Listing Rules. As the applicable percentage ratios (as defined in the Listing Rules) in respect of the transactions under the Framework Agreement exceed 5%, the Framework Agreement is subject to the reporting, annual review, announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As Xxx Xxx is a party to the Framework Agreement, Xxx Xxx and its associates are required under the Listing Rules to abstain from voting at the SGM on the resolution for approving the terms of and the proposed annual caps in relation to the transactions under the Framework Agreement. Mr. Xxx (who, as at the date of this announcement, held 111,475,228 Shares (8.98%) in the Company and 185,557,078 shares (23.40%) in Xxx Xxx) confirmed to the Company that he will voluntarily abstain from voting in the SGM. The SGM will be convened at which an ordinary resolution will be proposed to consider, and if thought fit, to approve the terms of and the proposed annual caps in relation to the transactions under the Framework Agreement. An Independent Board Committee comprising all the independent non-executive Directors has been established to advise the Independent Shareholders in relation to the terms of and the proposed annual caps in relation to the transactions under the Framework Agreement. An independent financial adviser will be appointed to advise the Independent Board Committee and the Independent Shareholders in this regard. A circular containing, among other things, (i) further details of the Framework Agreement;
Compliance with Listing Rules. The Issuer has complied with the listing rules of the Luxembourg Stock Exchange for the regulated market in connection with the Issue of the Notes.
Compliance with Listing Rules. At any time while Options are listed on the Exchange, no amendment may be made to these Rules except in accordance with the Listing Rules (or any waiver).
Compliance with Listing Rules. Xxxxx Group Limited is the ultimate holding company of the Company. As at the date of this announcement, Xxxxx Group Limited (through its subsidiaries and controlled corporations) was interested in 1,155,061,308 Shares, representing approximately 74% of the Company’s issued share capital. Xxxxx Properties is a subsidiary of Xxxxx Group Limited and Xxxxx Communication is a subsidiary of Xxxxx Properties. Accordingly, Xxxxx Group Limited, Xxxxx Properties and Xxxxx Communication are connected persons (as defined in the Listing Rules) of the Company. The transaction under the Magazine Publication Agreement constitutes a connected transaction for the Company. The consideration for the Magazine Publication Agreement is approximately HK$1,440,000. As one or more of the relevant percentage ratios as defined under Rule
Compliance with Listing Rules. 10.1 Dialog has complied in all material respects with the listing rules of the Exchange (the "Listing Rules").
Compliance with Listing Rules. The Listing Prospectus complies with the Listing Rules;
Compliance with Listing Rules. Notwithstanding any of the conversion provisions described in this Article 5, including without limitation the right to receive an additional cash payment if the Cap Price conditions described above under Sections 5.05(b), (c) and 5.07(m) are met, there shall be an overriding limit on the conversion provisions with respect to the Securities such that to the extent that the operation of any conversion provision would cause the Company to breach the applicable rules and regulations of The Nasdaq Global Market or any applicable eligible securities exchange or market on which the Common Stock to be delivered upon conversion is then listed or trading, such conversion provision shall be null and void and of no force or effect to such extent.
Compliance with Listing Rules. The Company is in compliance with, and will comply with, the applicable requirements of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the “Listing Rules”) with respect to the Shares, and the Company will comply with the applicable requirements of the Listing Rules in connection with the Offering, the Notes Exchange, the Notes Purchase and the listing of the Shares represented by the ADSs to be sold by the Company.
Compliance with Listing Rules. (i) All statements of fact contained in the Public Information (other than those relating specifically to the Investor) are true and accurate in all material respects and not misleading. All statements of opinion, intention or expectation of the directors of the Company in relation to the Group contained therein when given were truly and honestly held and made after due and careful consideration. There is no other material fact or matter omitted therefrom the omission of which would make or have made any statement therein misleading or which is otherwise material in the context of the transactions contemplated by the Transaction Documents.
