REASONS FOR AND BENEFITS OF ENTERING INTO THE TRANSACTION Sample Clauses

REASONS FOR AND BENEFITS OF ENTERING INTO THE TRANSACTION. The 2017 E-commerce Agreement serves to continue the innovative development synergy between the Group and the Shenzhen Brightoil Group. The Company considers that the 2017 E-commerce Agreement and the participation and expansion into the oil and gas e- commerce business sector in the PRC can further boost the income of the Group’s existing oil product trading and bunkering business and downstream business and provide the Company the means to gain meaningful insight of the future prospects of the developing oil and gas e-commerce business sector. Based on the above reasons for and benefits of entering into the Transaction, the Directors, including all of the independent non-executive Directors, consider that:
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REASONS FOR AND BENEFITS OF ENTERING INTO THE TRANSACTION. The Property will be used by the Bank as its Guangzhou branch and regulatory approvals have been obtained for the branch to be established. The rent payable under the Tenancy Agreement and the management fee payable under the Property Management Agreement have been determined after arm’s length negotiations with reference to prevailing market rent and management fee for comparable premises in the area. The Board (including its independent non-executive Directors) considers that the transactions under each of the Tenancy Agreement and the Property Management Agreement are on normal commercial terms and in the ordinary and usual course of business of the Group; and such transactions (including the annual caps) are fair and reasonable and in the interests of the Group and the Bank’s shareholders as a whole.
Sample 1
REASONS FOR AND BENEFITS OF ENTERING INTO THE TRANSACTION. The Company has been occupying the Properties for a long period of time as the head office of the Group and as its principal place of business in Hong Kong. The Properties were previously and are still occupied by the Tenant as offices. Therefore, it is considered to be beneficial and of administrative convenience to the Group to continue to rent the Properties by saving any unnecessary relocation and administration costs. The management of the Company also considered it necessary and appropriate to rent the Extended Unit to cater for the operation and growth of the Group. The rental payable under the Tenancy Agreement and the terms of the Tenancy Agreement were arrived at after arm’s length negotiations between the Landlord and the Tenant conducted through COSCO SHIPPING (Hong Kong) and the Company. In negotiating the rental under the Tenancy Agreement, the management of the Company made reference to the professional opinion given by DTZ Xxxxxxx & Xxxxxxxxx Limited (“DTZ”), an independent professional valuer engaged by the Tenant. In their report dated 1 November 2017, DTZ opined that the current market rental of the Extended Properties is HK$1,450,000 per month (exclusive of government rent, rates and management fee). Therefore, the rental payable under the Tenancy Agreement is at market level and is fair and reasonable. Xx. XXXX Boming and Mr. XXXX Xxxx, non-executive Directors, are also directors of COSCO SHIPPING (Hong Kong) and have voluntarily abstained from voting on the relevant Board resolutions of the Company approving the Tenancy Agreement and the transaction contemplated thereunder. None of the Directors has a material interest in the transaction contemplated under the Tenancy Agreement and is required to abstain from voting on the relevant Board resolutions. The Directors (including independent non-executive Directors and excluding Xx. XXXX Boming and Mr. XXXX Xxxx who have voluntarily abstained from voting from the relevant Board resolutions approving the Tenancy Agreement and the transaction contemplated thereunder as referred to in the above) considered that the Tenancy Agreement has been entered into in the ordinary and usual course of business of the Group and on normal commercial terms and that the terms of the Tenancy Agreement are fair and reasonable (particularly based on the professional opinion of DTZ) and are in the interests of the Company and its shareholders as a whole.
Sample 1
REASONS FOR AND BENEFITS OF ENTERING INTO THE TRANSACTION. The Company is an investment holding company and the Group is principally engaged in manufacture and sale of polyethylene pipes, sale of composite materials, transmission and distribution of natural gas. Further to the investment in natural gas business by the Group in current year, the establishment of Shenzhen JV will speed up the development of natural gas business. In addition, it is expected that Shenzhen JV will also promote the scale of natural gas market of the Group in the PRC and will also assist the development of the related natural gas utilization engineering projects. The establishment of Shenzhen JV will also allow China PE (Shenzhen) and Tianyin Investment to utilise their respective advantages. In addition, the entering into the JV Agreement will create and reinforce the strategic cooperation relationship between the Group and Tianyin Investment, which, in the view of the Directors, will further enhance its existing business network in the PRC. The Directors, including the independent non-executive Directors, consider that the JV Agreement is entered into upon normal commercial terms following arm’s length negotiations among the parties and that the terms of the JV Agreement are fair and reasonable and are in the interests of the Company and the Shareholders as a whole. GEM LISTING RULES IMPLICATION As the applicable percentage ratios as calculated under Rule 19.06 of the GEM Listing Rules in respect of the establishment of Shenzhen JV are more than 5% but less than 25%, the transactions contemplated under the JV Agreement constitute a discloseable transaction on the part of the Company under Chapter 19 of the GEM Listing Rules.
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REASONS FOR AND BENEFITS OF ENTERING INTO THE TRANSACTION. The Directors (including the independent non-executive Directors) considered the execution of the Framework Agreements would be consistent with the business and commercial objectives of the Group and for compliance with the Listing Rules requirements. The Directors (including the independent non-executive Directors) considered that the terms of the Framework Agreements to be on normal commercial terms, being fair and reasonable, in the Group’s ordinary and usual course of business and in the best interest of the Company and its shareholders as a whole.
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REASONS FOR AND BENEFITS OF ENTERING INTO THE TRANSACTION. WITH CRRC GROUP The Company’s investment in the establishment of CRRC Financial Leasing Company will be beneficial in promoting the integration of industry and finance of the Company, contributing to the development of main businesses of the Company and enhancing the core competitiveness of the Company. The Directors (including independent non-executive Directors) are of the view that the Capital Contribution Agreement has been entered into on normal commercial terms and the relevant terms of the Transaction are fair and reasonable, and are in the interests of the Company and its Shareholders as a whole.
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REASONS FOR AND BENEFITS OF ENTERING INTO THE TRANSACTION. The Group has rich experience in real estate development and has accumulated extensive experience and excellent talent reserves in the area of real estate development. The Group has also devoted extensive management experience and human resources in the area of preliminary services and design management, construction management and post-management of real estate projects. Entering into of the Consultancy Agreement will be beneficial to the Group and the China Minmetals Group in consolidating the management of their real estate development businesses, allowing for full synchronization of China Minmetals Group’s real estate development business. The Directors (including independent non-executive Directors) consider that the terms of the Consultancy Agreement are fair and reasonable, on normal commercial terms and in the interest of the Company and the Shareholders as a whole. No Director has a material interest in the Consultancy Agreement nor is required to abstain from voting on the Board resolution approving the Consultancy Agreement.
Sample 1
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Related to REASONS FOR AND BENEFITS OF ENTERING INTO THE TRANSACTION

  • Indemnification Provisions for Seller’s Benefit In the event Buyer breaches (or in the event any third party alleges facts that, if true, would mean Buyer has breached) any of its representations, warranties, and covenants contained herein or in an Asset Purchase Agreement and, provided that any Seller makes a written claim for indemnification against Buyer within such survival period (if there is an applicable survival period pursuant to the applicable Transaction Agreement), then Buyer shall indemnify each Seller from and against the entirety of any Adverse Consequences suffered (including any Adverse Consequences suffered after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach).

  • Indemnification Provisions for Buyer’s Benefit (i) In the event Seller breaches any of its representations, warranties, and covenants contained herein, and provided that Buyer makes a written claim for indemnification against Seller within the survival period (if there is an applicable survival period pursuant to ss.8(a) above), then Seller shall indemnify Buyer from and against any and all Losses (but excluding any Losses suffered after the end of any applicable survival period) reasonably and proximately resulting from such breach; provided that Seller will be obligated only to indemnify Buyer from and against such Losses to the extent that (A) the total amount of all such Losses incurred by Buyer as of and through the relevant date equals or exceeds Twenty-Five Thousand Dollars ($25,000) in the aggregate (which indemnity shall commence from the first Dollar of Loss exceeding such threshold amount), and (B) the total amount of Losses for which Seller has previously indemnified Buyer would not, when added together with the indemnifiable Losses currently claimed by Buyer, exceed the total value to Seller of the Purchase Consideration recited in ss.2(b) above, which amount shall constitute Seller's maximum liability under any indemnity obligation hereunder or any other theory or claim of damages or recovery asserted or alleged by, through or on behalf of Buyer in connection with any matters subject or in any manner related to this Agreement; and

  • Indemnification Provisions for Benefit of the Buyer (i) The Seller shall indemnify, defend and hold harmless the Buyer and its Affiliates from and against any and all Adverse Consequences the Buyer or any such Affiliate may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer or such Affiliate may suffer after the end of any applicable survival period) resulting from, arising out of, or caused by (a) any breach of a representation or warranty of the Seller contained in this Agreement or in any other Transaction Agreement (other than the representations in Sections 3(l) and 3(m) hereof for which the Seller shall not have any indemnification obligation), (b) any breach of a covenant of the Seller contained in this Agreement or in any other Transaction Agreement or (c) any Liability of the Seller with respect to the Division or of the Division Subsidiaries of which Seller had Knowledge and which was not disclosed to the Buyer prior to the Closing (regardless of whether the Liability is an Assumed Liability); provided, however, that (x) the Seller shall not have any obligation to indemnify the Buyer and/or its Affiliates from and against any Adverse Consequences resulting from, arising out of, relating to, or caused by the breach (or alleged breach) of type referred to in clauses (a), (b) and (c) above (other than breaches of Section 6(e)) until the Buyer and/or its Affiliates have suffered Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of a $1 million aggregate deductible (after which point the Seller will be obligated only to indemnify the Buyer from and against further such Adverse Consequences), (y) in no event shall the total obligation of the Seller to indemnify the Buyer and its Affiliates from and against Adverse Consequences exceed $15 million in the aggregate with respect to Adverse Consequences resulting from, arising out of, relating to, or caused by breaches (or alleged breaches) of the type referred to in clauses (a), (b) and (c) above (other than breaches of Section 6(e)) which occur within 365 days after the closing date and (z) in no event shall the total obligation of the Seller to indemnify the Buyer and its Affiliates from and against Adverse Consequences during the period beginning 366 days after the closing Date and ending 548 days after the Closing Date, resulting from, arising out of, relating to, or caused by breaches (or alleged breaches) of the type referred to in clauses (a), (b) and (c) above (other than breaches of Section 6(e)) exceed the result of $12 million minus any amount actually paid pursuant to clause (y).

  • Lien Searches and UCC Termination Statements Delivery to Administrative Agent of (a) the results of a recent search, by a Person satisfactory to Administrative Agent, of all effective UCC financing statements and fixture filings and all judgment and tax lien filings which may have been made with respect to any personal or mixed property of any Loan Party, together with copies of all such filings disclosed by such search, and (b) UCC termination statements duly executed by all applicable Persons for filing in all applicable jurisdictions as may be necessary to terminate any effective UCC financing statements or fixture filings disclosed in such search (other than any such financing statements or fixture filings in respect of Liens permitted to remain outstanding pursuant to the terms of this Agreement).

  • Termination Pursuant to a Change of Control If there is a Change of Control, as defined below, during the Term of Employment, the provisions of this Section 6(g) shall apply and shall continue to apply throughout the remainder of the Term (as extended by any Renewal Term). Upon a Change of Control, the Executive will become fully vested in any outstanding stock options, Restricted Stock or other stock grants awarded and become fully vested in all Company contributions made to the Executive’s 401(k), Profit Sharing or other retirement account(s). In addition, within thirty (30) days of the Change of Control, the Company shall pay to the Executive a lump sum equal to the Executive’s pro rata target cash bonus for the year in which the Change of Control occurred (as such may be set forth in the Company’s bonus plan for such year and calculated assuming target achievement of corporate and personal goals); such pro rata amount to be determined based on the actual date of the closing of such Change of Control transaction. If, within two (2) years following a Change of Control, the Executive’s employment is terminated by the Company without Cause (in accordance with Section 5(e) above) or by the Executive for “Good Reason” (as defined in Section 6(g)(ii) below), in lieu of any severance and other benefits payable under Section 6(e) or Section 6(f), subject to the Executive signing a general release of claims in a form and manner satisfactory to the Company and the lapse of any statutory revocation period, the Company shall pay to the Executive (or the Executive’s estate, if applicable) a lump sum amount equal to 1.5 times the sum of (x) the Executive’s Base Salary at the rate then in effect pursuant to Section 4(a), plus (y) an amount equal to the Executive’s cash bonus, if any, received in respect of the year immediately preceding the year of termination pursuant to Section 4(b) within thirty (30) days of the Date of Termination. Notwithstanding the foregoing, to the extent the cash severance payment to the Executive is considered deferred compensation subject to Section 409A of the Code, and if the Change of Control does not constitute a “change in control event” within the meaning of Section 409A of the Code, such cash severance shall be payable in installments over the same period as provided in Section 6(e). The Company shall also pay 100% of the costs to provide up to twelve (12) months of outplacement support services at a level appropriate for the Executive’s title and responsibility and provide the Executive with health and dental insurance continuation at a level consistent with the level and type the Executive had in place at the time of termination for a period of twelve (12) months from the Date of Termination.

  • Power of Board of Trustees to Change Provisions Relating to Shares Notwithstanding any other provision of this Declaration of Trust to the contrary, and without limiting the power of the Board of Trustees to amend the Declaration of Trust as provided elsewhere herein, the Board of Trustees shall have the power to amend this Declaration of Trust, at any time and from time to time, in such manner as the Board of Trustees may determine in their sole discretion, without the need for Shareholder action, so as to add to, delete, replace or otherwise modify any provisions relating to the Shares contained in this Declaration of Trust, provided that before adopting any such amendment without Shareholder approval the Board of Trustees shall determine that it is consistent with the fair and equitable treatment of all Shareholders and that Shareholder approval is not required by the 1940 Act or other applicable federal law. If Shares have been issued, Shareholder approval shall be required to adopt any amendments to this Declaration of Trust which would adversely affect to a material degree the rights and preferences of the Shares of any Series (or class) or to increase or decrease the par value of the Shares of any Series (or class).

  • Effective Date; Termination of Prior Intercompany Tax Allocation Agreements This Agreement shall be effective as of the Effective Time. As of the Effective Time, (i) all prior intercompany Tax allocation agreements or arrangements solely between or among BGC Partners and/or any of its Subsidiaries shall be terminated, and (ii) amounts due under such agreements as of the date on which the Effective Time occurs shall be settled. Upon such termination and settlement, no further payments by or to the BGC Group, or by or to the Newmark Group, with respect to such agreements shall be made, and all other rights and obligations resulting from such agreements between the Companies and their Affiliates shall cease at such time. Any payments pursuant to such agreements shall be disregarded for purposes of computing amounts due under this Agreement; provided, that to the extent appropriate, as determined by BGC Partners, payments made pursuant to such agreements shall be credited to the Newmark Entities or the BGC Entities, respectively, in computing their respective obligations pursuant to this Agreement, in the event that such payments relate to a Tax liability that is the subject matter of this Agreement for a Tax Period that is the subject matter of this Agreement.

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