L-C for Must-Take Sample Clauses

L-C for Must-Take. Notwithstanding anything to the contrary contained in Section 1.4.4, if Tenant’s Financial Information reflects (i) an average market capitalization that is more than Three Billion Five Hundred Million Dollars ($3,500,000,000) during the trailing twelve (12) consecutive calendar months immediately preceding the date on which Tenant is required to deliver the amendment to the existing L-C or a new or replacement L-C pursuant to Section 1.4.4 above (such date is hereinafter referred to as the “Additional Must-Take L-C Delivery Date”); and (ii) that Tenant has at least Six Million Dollars ($6,000,000) in free cash flow (i.e., net cash used in operating activities, less capital expenditures and capitalized software development costs) during the trailing twelve (12) consecutive calendar months immediately preceding the Additional Must-Take L-C Delivery Date (collectively, the “Must-Take L-C Withdrawal Conditions”), then Tenant shall have no obligation to deliver such amendment to the existing L-C or a new or replacement L-C pursuant to Section 1.4.4. In addition, if Tenant does not meet the Must-Take L-C Withdrawal Conditions prior to the Additional Must-Take L-C Delivery Date and therefore delivers the amendment to the existing L-C or a new or replacement L-C pursuant to Section 1.4.4, if at any time following the Additional Must-Take L-C Delivery Date, Tenant meets the Must-Take L-C Withdrawal Conditions and Tenant is not then in default under this Lease beyond applicable notice and cure periods, Tenant may provide Landlord with written notice requesting that the L-C Amount be reduced by the Additional Must-Take L-C Amount (the “Must-Take L-C Reduction Notice”). Concurrent with Tenant’s delivery of the Must-Take L-C Reduction Notice, Tenant shall deliver to Landlord for its review Tenant’s Financial Information evidencing Tenant’s satisfaction of the Must-Take L-C Withdrawal Conditions. Provided that Tenant meets such Must-Take L-C Withdrawal Conditions as evidenced by Tenant’s Financial Information, reduction of the L-C Amount by the Additional Must-Take L-C Amount shall be accomplished by Tenant providing Landlord, at Tenant’s sole cost and expense, with an amendment to the existing L-C or a replacement L-C that fully complies in all respect to the requirements set forth in this Article 21. For the avoidance of doubt, Tenant may exercise its rights pursuant to this Section 21.8 at any time Tenant meets the Must-Take L-C Withdrawal Conditions regardless of w...
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Related to L-C for Must-Take

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  • Termination for Market Change (a) In the event of delay or interruption under B8.33, exceeding 90 days, and Contract has not been modified to include replacement timber, this contract may be terminated upon election and written notice by Purchaser, if (i) a rate redetermination for market change under B3.33 shows that the appraised weighted average Indicated Advertised Rate of all Included Timber remaining immediately prior to the delay or interruption has been reduced through a market change by an amount equal to or more than the the weighted average Current Contract Rate, or (ii) the appraised value of the remaining timber is insufficient to cover the adjusted base rates as determined under B3.33.

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Historical amounts For the years ended 31 December 2016, 31 December 2017 and 31 December 2018, the aggregate amounts under the cooperation in the distribution of the Products in the Territories under the Sole Distributorship Agreement are set out below: For the year ended 31 December 2016 2017 2018 HK$’000 HK$’000 HK$’000 Reasons for and benefits of entering into the Renewed Trademark Licence Agreement and the Renewed Sole Distributorship Agreement The Group is principally engaged in the business of trading of grocery food products, trading of consumables and agricultural products, property investment, provision of money lending services, one- stop value chain services and provision of financial services. The Directors are of the view that entering into the Renewed Trademark Licence Agreement and the Renewed Sole Distributorship Agreement could provide stable revenue to the grocery food business of the Group. The Directors are also of the view that the provision of the Products could create synergy effect and opportunities with the existing business of the Group and to further expand and develop its scope of business. In addition, due to the steady supply and sales of the Products in the past 3 years, transactions under the Trademark Licence Agreement and the Sole Distributorship Agreement contributed approximately 10% and approximately 13% to the revenue of the Group for each of the years ended 31 December 2016 and 31 December 2017, respectively. The Directors (including the independent non-executive Directors) are of the view that the transactions contemplated under the Renewed Trademark Licence Agreement and the Renewed Sole Distributorship Agreement were entered into on normal commercial terms, and that the terms of the Renewed Trademark Licence Agreement, the Renewed Sole Distributorship Agreement and the annual caps are fair and reasonable and in the interests of the Company and the Shareholders as a whole. None of the Directors have any material interest in the transactions contemplated under the Renewed Trademark Licence Agreement and the Renewed Sole Distributorship Agreement. Shareholding Structure of the JV Company Set out below is the shareholding structure of the JV Company as at the date of this announcement, which also illustrates the relationship between the JV Company and Xxxx Xxx arising from the Renewed Trademark Licence Agreement and the Renewed Sole Distributorship Agreement: The Company 100% 51% Maxford Wealth The JV Company Xx. Xxxx Xx. Xxx spouse 49% Renewed Sole Distributorship Agreement 90% Xxxx Xxx Renewed Trademark Licence Agreement Information on Xxxx Xxx Xxxx Xxx is a company incorporated in Hong Kong with limited liability. It is engaged in the business of, inter alia, manufacture, production and distribution and sale of various products including but not limited to the Products. GEM Listing Rules Implications As at the date of this announcement, the equity of the JV Company is held as to 51% by Xxxxxxx Xxxxxx and 49% by Xx. Xxx, Xxxx Xxx by virtue of being a 30%-controlled company held by Xx. Xxxx (the spouse of Xx. 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