Two Affected Parties If an Illegality under Section 5(b)(i)(1) or a Tax Event occurs and there are two Affected Parties, each party will use all reasonable efforts to reach agreement within 30 days after notice thereof is given under Section 6(b)(i) on action to avoid that Termination Event.
Excluded Parties Contractor certifies that it is not listed in the prohibited vendors list authorized by Executive Order 13224, “Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism,” published by the United States Department of the Treasury, Office of Foreign Assets Control.’
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.
Interested Parties The Issuing Entity and each other party identified or described in the Pooling Agreement or the Further Transfer Agreements as having an interest as owner, trustee, secured party or holder of Securities.
One Affected Party If there is one Affected Party, the amount payable will be determined in accordance with Section 6(e)(i)(3), if Market Quotation applies, or Section 6(e)(i)(4), if Loss applies, except that, in either case, references to the Defaulting Party and to the Non-defaulting Party will be deemed to be references to the Affected Party and the party which is not the Affected Party, respectively, and, if Loss applies and fewer than all the Transactions are being terminated, Loss shall be calculated in respect of all Terminated Transactions.
Parties This Agreement shall each inure to the benefit of and be binding upon the Underwriters and the Company and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters and the Company and their respective successors and the controlling persons and officers and directors referred to in Sections 6 and 7 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters and the Company and their respective successors, and said controlling persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase.
Parent A parent, legal guardian or person in parental relation to the Student.
MCUA PARTIES Any of the following types of entities that have executed a Master Contract Usage Agreement with Enterprise Services: ▪ Political subdivisions (e.g., counties, cities, school districts, public utility districts) in the State of Washington; ▪ Federal governmental agencies or entities; ▪ Public-benefit nonprofit corporations (i.e., § 501(c)(3) nonprofit corporations that receive federal, state, or local funding); and ▪ Federally-recognized Indian Tribes located in the State of Washington.
Existence; Businesses and Properties (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence, except as otherwise expressly permitted under Section 6.05.
Operations Prior to the Closing Date (a) Seller shall use its commercially reasonable efforts to, and to cause the Companies to, operate and carry on the Business in the ordinary course and substantially as operated immediately prior to the date of this Agreement. Consistent with the foregoing, Seller shall use its commercially reasonable efforts, and shall cause the Companies to use their commercially reasonable efforts, consistent with good business practice, to preserve the goodwill of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the Business.
