APPLICATION FOR WAIVER. The transactions described in “—(B) Continuing Connected Transactions subject to the Reporting, Annual Review and Announcement Requirements but exempt from Independent Shareholders’ Approval Requirement” in this section constitutes our continuing connected transactions under the Listing Rules, which are subject to the reporting, annual review and announcement requirements but exempt from independent shareholders’ approval requirement of the Listing Rules. The transactions described in “—(C) Continuing Connected Transactions subject to the Reporting, Annual Review, Announcement and Independent Shareholders’ Approval Requirements” in this section constitute our continuing connected transactions under the Listing Rules, which are subject to the reporting, annual review, announcement and independent shareholders’ approval requirements of the Listing Rules. In respect of these continuing connected transactions, pursuant to Rule 14A.105 of the Listing Rules, we have applied for, and the Stock Exchange [has granted], a waiver exempting from strict compliance with the announcement requirement under Chapter 14A of the Listing Rules in respect of the continuing connected transaction as disclosed in “—(B) Continuing Connected Transactions Subject to the Reporting, Annual Review and Announcement Requirements but Exempt from Independent Shareholders’ Approval Requirement”; and the announcement, circular and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules in respect of the continuing connected transactions as disclosed in “—(C) Continuing Connected Transactions Subject to the Reporting, Annual Review, Announcement and Independent Shareholders’ Approval Requirements” in this section, subject to the condition that the aggregate amounts of the continuing connected transactions for each financial year shall not exceed the relevant amounts set forth in the respective annual caps (as stated above). Apart from such waivers on the strict compliance with the respective requirements, we will comply with the relevant requirements under Chapter 14A of the Listing Rules. If any of the terms of the transactions contemplated under the agreements mentioned above are altered or if our Company enters into any new agreement with any connected person in the future, we will fully comply with the relevant requirements under Chapter 14A of the Listing Rules, unless we apply for and separate waiver is obtained from, the Stock Exchange.
APPLICATION FOR WAIVER. In the event that the Company determines that the application of the provision of Section 3.04(a) or Section 3.04(b) would cause a distortion in the economic arrangement among the Members, the Managing Member may, on behalf of the Company, request a waiver of the application of either or both of such provisions pursuant to Treas. Reg. Section 1.704-2(f) (4) or Treas. Reg. Section 1.704-2(i) (4).
APPLICATION FOR WAIVER. The transactions described in “—(A) Continuing Connected Transactions subject to the Reporting, Annual Review and Announcement Requirements but exempt from the Independent Shareholders’ Approval Requirement” in this section constitute our continuing connected transactions under the Listing Rules, which are exempt from the independent shareholders’ approval requirements but subjects to the reporting, annual review and announcement requirements of the Listing Rules. Pursuant to Rule 14A.105 of the Listing Rules, we have applied for, and the Stock Exchange [has granted] us, a waiver exempting our Company from strict compliance with the announcement requirement under Chapter 14A of the Listing Rules in respect of the continuing connected transactions as disclosed in “—(A) Continuing Connected Transactions subject to the Reporting, Annual Review and Announcement Requirements but exempt from the Independent Shareholders’ Approval Requirement” in this section, subject to the condition that the aggregate amounts of the continuing connected transactions for each financial year shall not exceed the relevant amounts set forth in the respective annual caps (as stated above). Apart from the above waiver sought on the strict compliance of the announcement requirement, we will comply with the relevant requirements under Chapter 14A of the Listing Rules. If any terms of the transactions contemplated under the agreement mentioned above are altered or if our Company enters into any new agreement with any connected person in the future, we will fully comply with the relevant requirements under Chapter 14A of the Listing Rules unless we apply for and obtain a separate waiver from the Stock Exchange.
APPLICATION FOR WAIVER. The transactions described in “— Continuing Connected Transactions subject to the Reporting, Annual Review, Announcement, Circular and Independent Shareholders’ Approval Requirements” in this section constitute our continuing connected transactions under the Listing Rules which are subject to the reporting, annual review, announcement, circular and independent shareholders’ approval requirements of the Listing Rules. In respect of these continuing connected transactions, pursuant to Rule 14A.105 of the Listing Rules, we have applied for, and the Stock Exchange [has granted] us, waivers exempting us from strict compliance with the announcement, circular and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules in respect of the continuing connected transactions as disclosed in “— Continuing Connected Transactions subject to the Reporting, Annual Review, Announcement, Circular and Independent Shareholders’ Approval Requirements” in this section, subject to the condition that the aggregate amounts of the continuing connected transactions for each financial year shall not exceed the relevant amounts set forth in the respective annual caps (as stated above).
APPLICATION FOR WAIVER. In the event that the Board determines that the application of the provisions of Section 3.04(a) or Section 3.04(b) of this Appendix would cause a distortion in the economic arrangement among the Members, the Board may, on behalf of the Company, request a waiver of the application of either or both of such provisions pursuant to Treas. Reg. §1.704-2(f)(4) or Treas. Reg. §1.704-2(i)(4).
APPLICATION FOR WAIVER. We have applied for, and the Stock Exchange has granted, a waiver from strict compliance with the requirements of (i) the announcement, circular and independent shareholders’ approval in respect of the transactions contemplated under the Contractual Arrangements pursuant to Rule 14A.105 of the Listing Rules, (ii) setting annual caps for the transactions contemplated under the Contractual Arrangements under Rule 14A.53 of the Listing Rules, and (iii) limiting the term of the Contractual Arrangements to three years or less under Rule 14A.52 of the Listing Rules, subject to the following conditions:
APPLICATION FOR WAIVER. Party-2 may apply to the chief executive officer of Party-1 from time to time for a waiver from Party-2's grant and assignment obligations for the Employee Developments. In deciding whether or not to grant such a waiver, Party-1 shall reasonably consider the following factors, any one of which may or may not be dispositive, but the decision to grant such a waiver is entirely within Party-1's discretion: (i) Whether any Supplied Tools, facility, or Confidential Information of Party-1 was used in developing the Employee Developments; (ii) Whether the Employee Developments were developed entirely outside of Party-2's job responsibilities; (iii) Whether the Employee Developments relate directly to Party-1's business; (iv) Whether the Employee Developments relate to Party-1's actual or demonstrably anticipated research or development; and/or (v) Whether the Employee Developments result from any work performed by Party-2 for Party-1.
APPLICATION FOR WAIVER. As the non-fully exempt continuing connected transactions have been disclosed in the document, our Directors consider that strict compliance with the announcement requirement under the Listing Rules would be unduly burdensome and add unnecessary administrative costs on our Company. Accordingly, pursuant to Rules 14A.102 and 14A.105 of the Listing Rules, we have applied for, and the Stock Exchange [has granted] to us, a waiver from strict compliance with the announcement requirement under Rules 14A.35 of the Listing Rules, once our Shares are listed on the Stock Exchange in respect of such non-exempt continuing connected transactions, subject to the aggregate amount of the non-exempt continuing connected transactions for the financial years ending 31 December 2020, 2021 and 2022 not exceeding the relevant annual cap amounts as stated above. Opinion of our Directors Our Board has approved the non-fully exempt continuing connected transactions described above. Further, our Directors (including our independent non-executive Directors) have confirmed that (i) the terms of such non-fully exempt continuing connected transactions are fair and reasonable; (ii) such non-fully exempt continuing connected transactions are on normal commercial terms or better and are in the interest of our Group and our Shareholders as a whole;
APPLICATION FOR WAIVER. We have applied to the Stock Exchange for, and the Stock Exchange [has granted], a waiver to us under Rule 14A.105 of the Listing Rules from strict compliance with the announcement requirements under Chapter 14A of the Listing Rules in respect of the transactions contemplated under the Electronic Products Purchase Framework Agreement, provided that the total value of transactions under the Electronic Products Purchase Framework Agreement for the years ending August 31, 2021, 2022 and 2023 will not exceed the relevant proposed annual caps set forth above. In addition, our Company has confirmed that we will comply with the applicable requirements set out in Chapter 14A of the Listing Rules in relation to such non-exempt continuing connected transaction, and will re-comply with relevant Listing Rules if the annual caps set out above are exceeded, or when the Electronic Products Purchase Framework Agreement is renewed or when there is a material change to the terms of the Electronic Products Purchase Framework Agreement.
APPLICATION FOR WAIVER. We have applied to the Stock Exchange for, and the Stock Exchange [has granted], a waiver to us under Rule 14A.105 of the Listing Rules from strict compliance with the announcement, circular and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules in respect of the transactions contemplated under the School Construction Framework Agreement, provided that the total value of transactions under the School Construction Framework Agreement for the years ending August 31, 2021, 2022 and 2023 will not exceed the relevant proposed annual caps set forth above. In addition, our Company has confirmed that we will comply with the applicable requirements set out in Chapter 14A of the Listing Rules in relation to such non-exempt continuing connected transaction, and will re-comply with relevant Listing Rules if the annual caps set out above are exceeded, or when the School Construction Framework Agreement is renewed or when there is a material change to the terms of the School Construction Framework Agreement. Our Company has further confirmed that we will adopt the following internal control procedures to govern the transactions contemplated under the School Construction Framework Agreement on an ongoing basis:
