Related Person Transactions Except for indemnification, compensation or other employment arrangements in the ordinary course of business, there are no Contracts, transactions, arrangements or understandings between the Company or any of its Subsidiaries, on the one hand, and any Affiliate (including any director or officer) thereof, but not including any wholly owned Subsidiary of the Company, on the other hand, that would be required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC in the Company’s Form 10-K or proxy statement pertaining to an annual meeting of stockholders.
Interested Transactions An Indemnitee shall not be denied indemnification in whole or in part under this Section 7.7 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.
Permitted Transactions The Member is free to engage in any activity on its own or by the means of any entity. The Member’s fiduciary duty of loyalty, as it applies to outside business activities and opportunities, and the “corporate opportunity doctrine,” as such doctrine may be described under general corporation law, is hereby eliminated to the maximum extent allowed by the Act.
Affiliated Transactions The Company shall cause each of the Initial Stockholders to agree that, in order to minimize potential conflicts of interest which may arise from multiple affiliations, the Initial Stockholders will present to the Company for its consideration, prior to presentation to any other person or company, any suitable opportunity to acquire an operating business, until the earlier of the consummation by the Company of a Business Combination, the liquidation of the Company or until such time as the Initial Stockholders cease to be an officer or director of the Company, subject to any pre-existing fiduciary or contractual obligations the Initial Stockholders might have.
Acquisition Transactions The Company shall provide the holder of this Warrant with at least twenty (20) days’ written notice prior to closing thereof of the terms and conditions of any of the following transactions (to the extent the Company has notice thereof): (i) the sale, lease, exchange, conveyance or other disposition of all or substantially all of the Company’s property or business, or (ii) its merger into or consolidation with any other corporation (other than a wholly-owned subsidiary of the Company), or any transaction (including a merger or other reorganization) or series of related transactions, in which more than 50% of the voting power of the Company is disposed of.
Formation Transactions The Formation Transactions shall have been or shall be consummated substantially concurrently in accordance with the timing set forth in the respective Formation Transaction Documentation.
CONTINUING CONNECTED TRANSACTIONS The Company and Hengdeli entered into the Cooperation Agreement for joint development of luxury jewellery retail business. Upon completion of the Acquisition, Xxxxxxxx indirectly owns 15.27% of the entire issued share capital of the Company as at the date of this announcement and is a connected person (as defined under the Listing Rules) of the Company. The Cooperation Agreement and the transactions contemplated therein thus have become the continuing connected transactions of the Company. In anticipation of the future demands of the Group, the Company has recently reviewed its cooperation with Xxxxxxxx. The parties entered into the New Cooperation Agreement on 27 September 2012 which would replace the Cooperation Agreement when approved by the Independent Shareholders at the EGM. Shenzhen Qijingda also entered into the Licence Agreement with Hangzhou Longyun on 1 July 2012. The New Cooperation Agreement and the Licence Agreement also provide for the Annual Caps of the transactions contemplated under the Agreements. As the applicable percentage ratios for the Aggregate Annual Cap exceeds 5% but less than 25% and the Aggregate Annual Cap is also greater than HK$10,000,000 on an annual basis, the New Cooperation Agreement and the Annual Caps are subject to reporting, announcement and Independent Shareholders’ approval requirements under Rule 14A.35 of the Listing Rules. A circular containing, among other things, details of the New Cooperation Agreement, the Licence Agreement, a letter from the Independent Board Committee to the Independent Shareholders, a letter of advice from an independent financial adviser to be appointed by the Company to the Independent Board Committee and Independent Shareholders and a notice convening the EGM will be dispatched to the Shareholders as soon as practicable. Reference is made to the announcements of the Company dated 28 September 2011, 4 November 2011, 7 February 2012 and 13 April 2012 and the circular of the Company dated 2 November 2011 in relation to, inter alia, the Acquisition. Upon the completion of Acquisition, Alpha Key becomes a substantial shareholder of the Company, holding approximately 15.27% of the entire issued share capital of the Company as at the date of this announcement. As Alpha Key is a wholly-owned subsidiary of Hengdeli, Hengdeli is therefore a connected person (as defined under the Listing Rules) of the Company. Reference is also made to the joint announcements of the Company and Hengdeli dated 25 October 2010 and 1 November 2010 in relation to, inter alia, the Cooperation Agreement. The Cooperation Agreement and the transactions contemplated therein have, upon completion of the Acquisition, become continuing connected transactions of the Company pursuant to Chapter 14A of the Listing Rules. The transactions contemplated under the Cooperation Agreement have been carried out on a small scale only and the total considerations do not exceed 0.1% of the applicable percentage ratios of the Listing Rules and are therefore exempt from the reporting, announcement and independent shareholders’ approval requirements. In anticipation of the future demands of the Group, the Company has recently reviewed its cooperation with Xxxxxxxx and the following new arrangements have been agreed by the parties.
Prohibition of Short Sales and Hedging Transactions The Investor agrees that beginning on the date of this Agreement and ending on the date of termination of this Agreement as provided in Section 11, the Investor and its agents, representatives and affiliates shall not in any manner whatsoever enter into or effect, directly or indirectly, any (i) “short sale” (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of the Common Stock or (ii) hedging transaction, which establishes a net short position with respect to the Common Stock.
Interested Person 2 (l) Investment Adviser.............................................. 2 (m) Series.......................................................... 2
No Speculative Transactions No Credit Party shall engage in any transaction involving commodity options, futures contracts or similar transactions, except solely to hedge against fluctuations in the prices of commodities owned or purchased by it and the values of foreign currencies receivable or payable by it and interest swaps, caps or collars.
