Confirmation of Directors Sample Clauses

Confirmation of Directors. The Company has submitted the matters in relation to the Framework Agreement to all Directors in writing. On March 31, 2023, the Board considered and approved the resolution in relation to the Framework Agreement in relation to Equipment Procurement with Broad Lingmu. As Xx. Xxxxx Xxxx holds 100% equity interest in Broad Lingmu, Xx. Xxxxx Xxxx has abstained from voting on this resolution. Save as disclosed above, no other Directors are required to abstain from voting for considering and approving this resolution, and no other Directors are deemed to have material interests in the Framework Agreement. The Directors (including the independent non-executive Directors) of the Company are of the view that the Framework Agreement and the transactions thereunder are on normal commercial terms or better, and are fair and reasonable and in the interests of the Company and the Shareholders as a whole.
Sample 1
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Confirmation of Directors. Our Directors (including independent non-executive Directors) consider that the non- exempt continuing connected transactions has been and will be entered into in our ordinary and usual course of business and on normal commercial terms, are fair and reasonable and in the interest of our Company and Shareholders as a whole. The proposed annual caps mentioned above in respect of the non-exempt continuing connected transactions are also fair and reasonable and in the interest of our Company and our Shareholders as a whole. According to the requirements of Rule 14A.52 of the Listing Rules, the term of agreement for continuing connected transactions shall not exceed three years, unless the nature of transaction requires a longer period under special circumstances. The individual financial lease agreements and/or financial services agreements entered into or to be entered into by us with ZGC Group or its associates under the Financial Lease Framework Agreement and/or the Financial Services Framework Agreement may exceed three years and would range between three to five years. Due to the nature of financial services transactions, the term for financial lease agreements and financial services agreements entered into between us and independent third parties may range from three to five years. Therefore, our Directors (including independent non-executive Directors) consider that the individual financial lease agreements and financial services agreements entered into or to be entered into by us with ZGC Group or its associates under the Financial Lease Framework Agreement and/or the Financial Services Framework Agreement for a period of not more than five years are in line with our usual business practice for a similar type of agreements. Confirmation of the Sole Sponsor The Sole Sponsor considers that the non-exempt continuing connected transactions has been and will be entered into in our Group’s ordinary and usual course of business and on normal commercial terms or better, are fair and reasonable and in the interest of our Company and the Shareholders as a whole. The proposed annual cap mentioned above in respect of the non-exempt continuing connected transactions are also fair and reasonable and in the interest of our Company and our Shareholders as a whole. The Sole Sponsor considers that due to the nature of financial lease industry, the individual financial lease agreements and/or financial services agreements entered into or to be entered into by our Group w...
Sample 1
Confirmation of Directors. Our Directors (including independent non-executive Directors) consider that the above partially-exempt continuing connected transactions have been and will be entered into in our Group’s ordinary and usual course of business and on normal commercial terms or better, are fair and reasonable, and in the interest of our Company and Shareholders as a whole. The proposed annual caps in respect of the partially-exempt continuing connected transactions are also fair and reasonable and in the interest of our Company and our Shareholders as a whole.
Sample 1

Related to Confirmation of Directors

  • Election of Directors Elections of directors need not be by written ballot unless the bylaws of the Corporation shall so provide.

  • Remuneration of Directors The directors are entitled to the remuneration for acting as directors, if any, as the directors may from time to time determine. If the directors so decide, the remuneration of the directors, if any, will be determined by the shareholders. That remuneration may be in addition to any salary or other remuneration paid to any officer or employee of the Company as such, who is also a director.

  • Appointment of Directors Immediately upon the Effective Time, Parent shall, in accordance with Section 2.3(d), accept the resignations and cause the appointments of those officers and directors of Parent identified in Exhibit C hereto, subject to any notice and waiting period requirements of federal law. At the first annual meeting of Parent’s stockholders and thereafter, the election of members of Parent’s Board of Directors shall be accomplished in accordance with the by-laws of Parent.

  • Indemnification of Directors and Officers (a) From and after the Effective Time, Parent shall cause the Surviving Corporation to, and the Surviving Corporation agrees to, indemnify, defend and hold harmless in accordance with the Certificate of Incorporation and By-laws of the Company, and subject to the limitations of the BCL, each present and past officer, director, employee, representative or agent (other than Xxxxxxxx and Xxxxx), of the Company (or any subsidiary or division thereof), including, without limitation, each person controlling any of the foregoing persons (individually, an "Indemnified Party" and collectively, the "Indemnified Parties"), against all losses, claims, damages, liabilities, costs or expenses (including attorneys' fees), judgments, fines, penalties and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation arising out of or pertaining to acts or omissions, or alleged acts or omissions, by them in their capacities as such, whether commenced, asserted or claimed before or after the Effective Time. In the event of any such claim, action, suit, proceeding or investigation (an "Action"), (i) the Surviving Corporation shall advance the reasonable fees and expenses of counsel selected by the Indemnified Party, which counsel shall be reasonably acceptable to Parent, in advance of the final disposition of any such action; provided, however, that prior to advancement of fees and expenses, the Indemnified Party shall provide an undertaking in form and substance reasonably satisfactory to the Surviving Corporation, and (ii) the Surviving Corporation will cooperate in the defense of any such matter; provided, however, that the Surviving Corporation shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld or delayed) and provided, further, that the Surviving Corporation shall not be obligated pursuant to this Section to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any single Action except to the extent that, in the opinion of counsel for the Indemnified Parties, to do so would be inappropriate due to actual or potential differing interests between or among such parties. (b) For a period of six years after the Effective Time, the Surviving Corporation shall not amend the provisions of its Certificate of Incorporation and By-laws providing for exculpation of director and officer liability and indemnification, except as required by applicable law. (c) Parent shall cause the Surviving Corporation to, and the Surviving Corporation agrees to, maintain in effect for the Indemnified Parties for not less than three years the current policies of directors' and officers' liability insurance and fiduciary liability insurance maintained by the Company and the Company's subsidiaries with respect to matters occurring at or prior to the Effective Time; provided, that Parent may substitute therefor policies of substantially the same coverage containing terms and conditions which are no less advantageous, in any material respect, to the Indemnified Parties. (d) Parent shall cause the Surviving Corporation to, and the Surviving Corporation agrees to, pay all expenses, including attorneys' fees, that may be incurred by any Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.9. (e) The rights of each Indemnified Party hereunder shall be in addition to any other rights such Indemnified Party has under the Certificate of Incorporation or By-laws of the Company, under the BCL or otherwise. This Section 6.9 is intended to benefit each of the Indemnified Parties and shall be binding on all successors and assigns of Newco, the Company and the Surviving Corporation. 6.10

  • Determinations of Director Pursuant to the Act and Section II of the Agreement and subject to the remaining terms and provisions of the Agreement and all Appendices thereto, the Director hereby determines that the financial assistance to be provided by the OPWC to the Recipient is in compliance with the Act and is provided to the Recipient for the sole and express purpose of financing the Eligible Project Cost and/or reimbursing the Recipient for such Eligible Project Cost.

  • Determinations and Actions by the Board of Directors All actions, calculations and determinations (including all omissions with respect to the foregoing) which are done or made by the Board of Directors in good faith pursuant to this Agreement, shall not subject the Board of Directors to any liability to the holders of the Rights.

  • Number of Directors Subject to the Certificate of Incorporation, the total number of directors constituting the Board shall be determined from time to time by resolution of the Board. No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.

  • INTERESTS OF DIRECTORS AND CONTROLLING SHAREHOLDERS Save for their respective shareholdings in the Company and as disclosed, none of the Directors or controlling shareholders of the Company or their respective associates has any direct or indirect interest in the Shareholder’s Loan.

  • Board of Directors The Board of Directors of the Company is comprised of the persons set forth under the heading of the Pricing Prospectus and the Prospectus captioned “Management.” The qualifications of the persons serving as board members and the overall composition of the board comply with the Exchange Act, the Exchange Act Regulations, the Xxxxxxxx-Xxxxx Act of 2002 and the rules promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”) applicable to the Company and the listing rules of the Exchange. At least one member of the Audit Committee of the Board of Directors of the Company qualifies as an “audit committee financial expert,” as such term is defined under Regulation S-K and the listing rules of the Exchange. In addition, at least a majority of the persons serving on the Board of Directors qualify as “independent,” as defined under the listing rules of the Exchange.

  • DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT ‌ The information required by this item is incorporated by reference from the information contained under the captions entitled "Election of Directors," "Executive Officers and Significant Employees" and "Section 16(a) Beneficial Ownership Reporting Compliance" in the Company's definitive proxy statement to be filed with the Commission in connection with the Company's 1998 Annual Meeting of Stockholders.

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