Connected Transactions Clause Samples
The Connected Transactions clause defines the rules and requirements for transactions between related parties, such as affiliates, subsidiaries, or entities with shared ownership or control. Typically, this clause outlines disclosure obligations, approval processes, and compliance with relevant regulations to ensure that such transactions are conducted at arm's length and on fair terms. Its core function is to prevent conflicts of interest and protect the interests of all stakeholders by ensuring transparency and fairness in dealings between connected parties.
Connected Transactions. 7.1 Except for the written disclosure that has been made to the Transferee, there is no connected transaction between the Group Companies and the Affiliates that has not been disclosed to the Transferee, from January 1, 2011 to the date of this Agreement.
7.2 All connected transactions between the Group Companies and the Affiliates are performed on arms-length commercial terms and in the principle of fairness, justice and reasonableness.
Connected Transactions there is not outstanding any agreement or arrangement between the Seller and any company of which it is a subsidiary or another subsidiary of any such company relating to the Business (including, but not limited to, any such agreement or arrangement under which the Seller is, or may in the future become, liable to pay any service, management or similar charge or to make any payment of interest or in the nature of interest).
Connected Transactions. Kingsoft hereby undertakes and agrees that for so long as it has the power to, directly or indirectly, direct the business of the Company, it shall always (i) act reasonably and in good faith in exercising such power, (ii) cause the Group Companies to deal with their respective “connected persons” (as defined in the Listing Rules) (excluding any other Group Company) fairly and on arms-length basis, and (iii) refrain from doing anything in violation of applicable laws, regulations and stock exchange rules which may adversely affect the business of the Company.
Connected Transactions. The Company is not and has not agreed to become a member of any partnership, joint venture, consortium or other unincorporated association other than a recognised trade association or any agreement or arrangement for sharing commissions or other income.
Connected Transactions. As at the date of this announcement, CDC together with its subsidiaries holds approximately 34.71% of the issued share capital of the Company. Duolun Coal Chemical Company and Xilinhaote Mining Company are both subsidiaries of the Company, and Duolun Coal Chemical Company and Xilinhaote Mining Company are owned as to 40% by CDC and China Datang Coal Industry Co. Ltd, a subsidiary of CDC, respectively. Duolun Coal Chemical Company and Xilinhaote Mining Company are therefore the connected persons of the Company, and entering into the Entrusted Loan Framework Agreement and the transactions under the Entrusted Loan Agreement constitute connected transactions of the Company under Chapter 14A of the Listing Rules. Since one or more of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) of the amount of entrusted loans under the Entrusted Loan Framework Agreement and the Entrusted Loan Agreement when aggregated with the Previous Transactions is more than 5% but all the applicable percentage ratios are less than 25%, each of the Entrusted Loan Framework Agreement and Entrusted Loan Agreement as well as the transactions thereunder is subject to the requirements of reporting, announcement and approval by the independent Shareholders of the Company under Chapter 14A of the Listing Rules.
Connected Transactions. 2.4.1 The Parties agree that after the execution of this Agreement, the Group Companies shall gradually establish a connected transaction system, standardize connected transactions in accordance with the standards of listed companies, maintain independence from connected parties in terms of assets, personnel, finance, organization, and business, and any connected transactions that are necessary to occur shall be executed by the relevant parties in accordance with the principles of fairness and impartiality based on market prices to clarify rights and obligations, and shall undergo internal decision-making procedures in accordance with legal provisions, the Group Companies’ articles of association and the provisions of this Agreement.
2.4.2 The Founder commits that the Founder and other enterprises controlled by him or his Affiliates shall not misappropriate, possess or use the assets, properties or rights of the Group Companies, and shall not engage in connected transactions that harm the interests of the Group Companies.
2.4.3 For connected transactions that comply with the Group Companies’ articles of association and have been resolved by the Group Companies’ authority bodies, the Group Companies shall promptly notify the Parties of the pricing and basis; voting involving connected transactions must be strictly implemented in accordance with the relevant provisions of the Company Law of the People’s Republic of China, this Agreement and the Group Companies’ articles of association.
2.4.4 Connected transactions occurring in the Group Companies shall be conducted following market principles. If a connected transaction involves acts that harm the interests of the Group Companies, the connected parties involved in the relevant transaction shall compensate the Group Companies for the losses suffered as a result thereof.
2.4.5 Except with the consent of the Series A Investors, the Founder shall not operate businesses that are the same as or similar to those of the Group Companies outside the Group Companies system in his own name or in the names of his close relatives or others. If the Founder has operating assets for the same or similar business that were not integrated into the Group Companies before the investment by the Series A Investors, or obtains such operating assets after the investment by the Series A Investors not in the name of the Group Companies, the Founder shall, within thirty (30) days after written notice from the Series A Investors, transfe...
Connected Transactions. 1. Certain entities under the Company and Baiyunshan Co., Ltd together with six of its subsidiaries agreed to contribute jointly RMB20,000,000 in cash for the establishment of GPSC. On 23 February 2006, the parties entered into an Agreement for the Establishment of GPSC. According to the respective listing rules of SSE and HKEx, the transaction constituted a connected transaction. The agreement was considered at the 19th meeting of the Third Session of the Board held on 23 February 2006, and in respect of which, the Independent Non-executive Directors expressed their independent opinion. For details, please refer to the announcements published in Shanghai Securities in the PRC, and Hong Kong Economic Times and The Standard in Hong Kong on 24 February 2006.
2. On 15 June 2006, the Company and GPSC entered into a Continuing Connected Transaction of Advertising Agreement. According to the respective listing rules of SSE and HKEx, the transaction constituted a connected transaction. The agreement was considered at the 23rd meeting of the Third Session of the Board held on 15 June 2006, and in respect of which, the Independent Non- executive Directors expressed their independent opinion. For details, please refer to the announcements published in Shanghai Securities in the PRC, and Hong Kong Economic Times and The Standard in Hong Kong on 16 June 2006.
3. The Company acquired an aggregate of 9.64% shareholding in ▇▇▇▇▇ ▇▇ Pharmaceutical jointly held by a subsidiary, Pharmaceuticals Corporation, and 33 natural persons with its own capital of RMB36,814,400. All parties entered into an equity transfer agreement on 26 July 2006. According to the respective listing rules of SSE and HKEx, the acquisition of shareholding from seven of the natural persons by the Company constituted a connected transaction. The agreement was considered at the 24th meeting of the Third Session of the Board held on 26 July 2006, and in respect of which, the Independent Non-executive Directors expressed their independent opinion. ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇, a connected director, had abstained from voting in respect of this resolution. For details, please refer to the announcements published in Shanghai Securities in the PRC, and Hong Kong Economic Times and The Standard in Hong Kong on 27 July 2006. All of the above-mentioned connected transactions have been considered and passed at Board meetings of the Company, and the Independent Non-executive Directors of the Company have issued independent opi...
Connected Transactions. The Company:
3.1.1 save in connection with the transactions contemplated by this Agreement, the Hive In Agreement and the Hive Out Agreements is not and has not agreed to become a member of any partnership, joint venture, consortium or other unincorporated association other than a recognised trade association or any agreement or arrangement for sharing commissions or other income; and
3.1.2 save in connection with the assets to be transferred by it pursuant to the Hive-Out Agreements, has no branch, place of business or substantial assets outside England and Wales or any permanent establishment (as that expression is defined in any relevant Order in Council made pursuant to section 788 TA 88) in any country outside the United Kingdom.
Connected Transactions. No Group Company:
4.2.1 is or has agreed to become a member of any partnership, joint venture, consortium or other unincorporated association other than a recognised trade association or payment scheme;
4.2.2 is or has agreed to become a party to any agreement or arrangement for sharing commissions or other income; or
4.2.3 has any branch, place of business or substantial assets outside of Northern Ireland, the Republic of Ireland or the Isle of Man or any permanent establishment (as that expression is defined in any relevant Order in Council made pursuant to section 788 UK TA or double taxation treaty having force of law in the Republic of Ireland pursuant to section 826 or section 835 of ITA) in any country outside the United Kingdom, the Isle of Man or the Republic of Ireland.
Connected Transactions. The formation of the Principal Joint Venture and Sinowin constituted connected transactions for the Company under the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (“Listing Rules”) as CNAC is a substantial shareholder of the Company. The Company’s estimated capital investment in the Principal Joint Venture is initially up to an amount not exceeding HK$10,000,000. Should the Directors anticipate that the total investment of the Company in the Principal Joint Venture shall exceed HK$10,000,000 in the future due to the grant of the Defaulter’s Loans by Yardway Limited to Sinoway or the exercise of the Option to Acquire by Yardway Limited, approval from its independent shareholders in an extraordinary general meeting will be sought against the further contribution of funding into Sinowin and/or the Principal Joint Venture and whereupon, a further announcement will be made and circular will also be sent to shareholders giving details of the Principal Joint Venture Agreement and the Sub-Joint Venture Agreement in accordance with the Listing Rules.