INFORMATION OF THE BUYER Sample Clauses

INFORMATION OF THE BUYER. The Seller shall procure that the Company shall inform the Buyer following the date hereof and through the Closing Date without delay about any material changes in the business, assets and liabilities and prospects of the Company. To the extent permitted by law, the Seller shall furnish to the Buyer such information and operating data with respect to the Company as the Buyer reasonably requests.
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INFORMATION OF THE BUYER. Yunnan Copper is a non-wholly owned subsidiary of Chinalco, the controlling shareholder of the Company. Yunnan Copper is principally engaged in copper exploration, mining, dressing and smelting, resources development of zinc, titanium, molybdenum and phosphorus, and comprehensive recycling of precious rare metal. Its business includes non-ferrous metals business, geological exploration, engineering consulting, chemical production, futures brokerage, logistics and transportation and international trade. IMPLICATIONS UNDER THE LISTING RULES Yunnan Copper is an indirect subsidiary of Chinalco, the controlling shareholder of the Company. Pursuant to Chapter 14A of the Listing Rules, Yunnan Copper is therefore a connected person of the Company and the Copper Concentrates Sales Agreement constitutes a continuing connected transaction. As the highest of the applicable percentage ratios under Chapter 14A of the Listing Rules in respect of the Copper Concentrates Sales Agreement is more than 5% but less than 25%, the Copper Concentrates Sales Agreement is subject to the reporting, announcement, annual review and independent shareholders’ approval requirements pursuant to Chapter 14A of the Listing Rules. The Company will seek the Independent Shareholders’ approval for the Copper Concentrates Sales Agreement and the transactions contemplated thereunder (including the Annual Caps) at the AGM. The Independent Board Committee comprising all of the independent non-executive Directors will be established to advise and provide recommendation to the Independent Shareholders on the Copper Concentrates Sales Agreement and the transactions contemplated thereunder including the Annual Caps and to advise the Independent Shareholders on how to vote. First Shanghai Capital Limited has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders on the Copper Concentrates Sales Agreement and the transactions contemplated thereunder (together with the Annual Caps). A circular containing, among other things, (i) details of the Copper Concentrates Sales Agreement;
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INFORMATION OF THE BUYER. The Buyer is a company incorporated in the Bermuda with limited liability, the shares of which are listed on the Main Board of the Stock Exchange (stock code: 918). To the best knowledge of the Directors, the Buyer and its subsidiaries are principally engaged in sourcing, subcontracting, marketing and selling of garments and sportswear products, property investment and the provision of marketing services. THE LISTING RULES IMPLICATIONS As the one or more of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect of the Disposal exceeds 5% but is less than 25%, the Disposal constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and therefore the Company is subject to reporting and announcement requirements but is exempt from Shareholders’ approval requirement under Chapter 14 of the Listing Rules. Shareholders and potential investors should note that completion of the Disposal is subject to the satisfaction of various Conditions Precedent and therefore there is no assurance that the Disposal will be implemented as contemplated or at all. Shareholders and potential investors are advised to exercise caution when dealing in the securities of the Company.
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INFORMATION OF THE BUYER. The Buyer is a company incorporated with limited liability under the laws of the British Virgin Islands. The Buyer is principally engaged in investment management. As at the date of this announcement, the Buyer is an indirect wholly-owned subsidiary of China Minsheng Investment Corp. Ltd.* (中國民生投資股份有限公司), a controlling Shareholder and ultimate holding company of the Group, the Buyer is therefore a connected person of the Company under Chapter 14A of the Listing Rules.
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INFORMATION OF THE BUYER. Thai Xxxx Shoes Joint Stock Company (“Buyer”), a company incorporated under the laws of Vietnam and having its registered office at 5A, Xxxxx A Highway, An Xxxx Xxxx, Di An Distric, Xxxx Xxxxx Province under tax code no. 0000000000. The Buyer is duly represented by Xx. Xx Xxx Xxxx, a Director of the Buyer.
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INFORMATION OF THE BUYER. As at the date of this announcement, the Buyer is interested in options granted under the Pre-IPO Share Option Scheme to subscribe for 1,173,335 Shares, representing approximately 0.088% of the issued share capital of the Company. To the best knowledge, information and belief of the Directors having made all reasonable enquiries, other than the Buyer’s 49% equity interest in the Target Company and his interest in the aforesaid options granted under the Pre-IPO Share Option Scheme, the Buyer is a third party independent of the Company and its connected persons. INFORMATION OF XX. XXXX To the best knowledge, information and belief of the Directors having made all reasonable enquiries, save as that Xx. Xxxx is a director of Xinjiang Tiansheng and he indirectly hold 40% equity interest in Xinjiang Tiansheng through Chengfeng Technology, Xx. Xxxx is a third party independent of the Company and its connected persons.
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INFORMATION OF THE BUYER. The principal activity of the Buyer is real estate management. The Buyer is an indirect wholly-owned subsidiary of GENM.
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INFORMATION OF THE BUYER. The Buyer is a company incorporated in the Cayman Islands with limited liability. To the best knowledge of the Directors, the Buyer is principally engaged in investment holding. The Buyer is held as to 35.72% by MTG Holding Inc., as to 32.14% by FIC Global, Inc., a company listed on Taiwan Stock Exchange (stock code: 3701), and as to 32.14% by Wistron Corporation, a company listed on Taiwan Stock Exchange (stock code: 3231). MTG Holding Inc. is held by a number of shareholders and there are six shareholders, each holding 16% of the issued share capital of MTG Holding Inc. Amongst these six shareholders, three of them are Xx. Xxxxx, an executive Director, Xx. Xxxx Xxx Man, a former executive Director and chief executive officer of the Company and Xx. Xxxxxx Xxxx, the holder of 25% of issued share capital of Ideenion Design. Each of Xx. Xxxxx, Xx. Xxxx Xxx Man and Xx. Xxxxxx Xxxx is a connected person of the Company but MTG Holding Inc. and the Buyer are not connected persons of the Company. To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, save as disclosed above, the Buyer and their respective ultimate beneficial owners are third parties independent of the Company and its connected persons. THE LISTING RULES IMPLICATIONS As the one or more of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect of the Disposal exceeds 5% but is less than 25%, the Disposal constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and therefore the Company is subject to notification and announcement requirements but is exempt from Shareholders’ approval requirement under Chapter 14 of the Listing Rules. Shareholders and potential investors should note that completion of the Disposal is subject to the satisfaction of various Conditions Precedent and therefore there is no assurance that the Disposal will be implemented as contemplated or at all. Shareholders and potential investors are advised to exercise caution when dealing in the securities of the Company. RESIGNATION OF EXECUTIVE DIRECTOR The Board announces that Xx. Xxxxx has tendered his resignation as an executive Director and member of the Investment Committee with effect from 23 December 2022 so as to devote more time to his other business engagements. Xx. Xxxxx has confirmed that he has no disagreement with the Board and there are no matters relating to his resignation that needs to be b...
Sample 1
INFORMATION OF THE BUYER. To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, the Buyer is a U.S. citizen who is a shareholder holding 29.4% equity interest in the Target Company as at the date of the Agreement.
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Related to INFORMATION OF THE BUYER

  • Organization of the Buyer The Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation.

  • Condition of the Business (a) Notwithstanding anything contained in this Agreement to the contrary, Purchaser acknowledges and agrees that Seller is not making any representations or warranties whatsoever, express or implied, beyond those expressly given by Seller in Article V hereof (as modified by the Seller Schedules as supplemented or amended), and Purchaser acknowledges and agrees that, except for the representations and warranties contained therein, the Purchased Assets and the Business are being transferred on a “where is” and, as to condition, “as is” basis. Any claims Purchaser may have for breach of representation or warranty shall be based solely on the representations and warranties of Seller set forth in Article V hereof (as modified by the Seller Schedules as supplemented or amended). Purchaser further represents that neither Seller nor any of its Affiliates nor any other Person has made any representation or warranty, express or implied, regarding Seller, the Purchased Assets, the Business or the transactions contemplated by this Agreement or as to the accuracy or completeness of any information not expressly set forth in this Agreement and neither Purchaser nor any of its Affiliates has relied on any such express or implied representation or warranty. Purchaser further agrees that none of Seller, any of its Affiliates or any other Person will have or be subject to any liability to Purchaser or any other Person resulting from the distribution to Purchaser or its representatives or Purchaser’s use of, any such information, including any confidential memoranda distributed on behalf of Seller relating to the Business or other publications or data room information provided to Purchaser or its representatives, or any other document or information in any form provided to Purchaser or its representatives in connection with the sale of the Business and the transactions contemplated hereby. Purchaser acknowledges that it has conducted to its satisfaction, its own independent investigation of the Business and, in making the determination to proceed with the transactions contemplated by this Agreement, Purchaser has relied on the results of its own independent investigation.

  • Formation of the Company The Company was formed as a limited liability company under the Act on April 24, 2008. The Member hereby agrees that the person executing and filing the Certificate of Formation of the Company was and is an “authorized person” within the meaning of the Act, and that the Certificate of Formation filed by such authorized person is the Certificate of Formation of the Company.

  • INFORMATION AND DATA 21.1 At all times during the subsistence of this Agreement the duly authorized representatives of each Participant shall, at its and their sole risk and expense and at reasonable intervals and times, have access to the Property and to all technical records and other factual engineering data and information relating to the Property which is in the possession of the Operator.

  • Information and Documents (a) From and after the date of this Agreement and to the earlier of the Closing Date and the date on which this Agreement is terminated pursuant to Section 9.1, to the extent permitted by applicable Law and upon reasonable advance notice, and solely for purposes of integration planning or in furtherance of the transactions contemplated by this Agreement and the Ancillary Agreements, (1) Seller Parent shall, and shall cause its Subsidiaries to, permit Purchaser Parent and its Representatives to have reasonable access, during normal business hours, to the books and records that constitute Purchased Assets, and to such personnel, offices and other facilities and properties that constitute Purchased Assets, and to provide such other information in respect of the Business as may be reasonably requested by Purchaser Parent for such purposes and (2) Purchaser Parent shall, and shall cause its Subsidiaries to, permit Seller Parent and its Representatives to have reasonable access, during normal business hours, to the books and records of Purchaser and its Subsidiaries or that are related to the Purchaser Business (provided that Purchaser Parent may redact any information in any such record not related to the Purchaser Business), and to such personnel, offices and other facilities and properties of Purchaser and its Subsidiaries or that are related to the Purchaser Business, and to provide such other information in respect of the Purchaser Business as may be reasonably requested by Seller Parent for such purposes; provided that all requests for access pursuant to this Section 6.1 shall be directed to and coordinated with a person or persons designated by Seller Parent or Purchaser Parent, as applicable, in writing; provided, further, that each Parent and its Subsidiaries may restrict the foregoing access or the provision of such information to the extent that, in the reasonable judgment of such Parent, (i) applicable Law requires such Parent or any of its Subsidiaries to restrict or prohibit such access or the provision of such information, (ii) providing such access would unreasonably interfere with the operation of such Parent’s and its Subsidiaries’ respective businesses, including the Business and the Purchaser Business, as applicable, (iii) providing such access or information would breach a confidentiality obligation to a third party, (iv) providing such access or information would result in disclosure of any information that is competitively or commercially sensitive, (v) in the case of access or information provided by Seller Parent, the information relates to the Strategic Process, or in the case of access or information provided by Purchaser Parent, the information relates to review of strategic alternatives with respect to the Purchaser Business, or (vi) providing such access or disclosure of any such information would reasonably be expected to result in the loss or waiver of the attorney-client or other applicable privilege or protection. In the event that a Parent or its Subsidiaries restricts access or withholds information on the basis of the foregoing clauses (i) through (vi), such Parent shall, if permitted, inform the other Parent as to the general nature of what is being restricted or withheld and the reason therefor, and such Parent shall, and shall cause its Subsidiaries to, use its commercially reasonable efforts to make appropriate substitute arrangements to permit disclosure of the relevant information in a manner that does not suffer from such impediments. Notwithstanding the foregoing, (A) prior to the Closing, neither Parent, nor any of its Affiliates and Representatives, shall conduct any phase II environmental site assessment or conduct any invasive testing or any sampling of soil, sediment, surface water, groundwater or building material at, on, under or within any property of the other Parent or its Subsidiaries and (B) prior to Closing, none of Seller Parent or any of its Affiliates, including the Conveyed Subsidiaries (and their Subsidiaries), shall provide Business Employee personnel files to Purchaser Parent or its Affiliates or Representatives and none of Purchaser Parent or any of its Affiliates, including Purchaser (and its Subsidiaries), shall provide Purchaser Business Employee personnel files to Seller Parent or its Affiliates or Representatives. Notwithstanding the foregoing, following Closing (x) to the extent permitted by Law, Seller Parent shall, and shall cause its Affiliates to, provide Purchaser and its Subsidiaries access to personnel records and other personnel information related to the Business Employees and Former Business Employees reasonably requested by Purchaser and its Subsidiaries and (y) Seller Parent shall, and shall cause its Affiliates to, retain all material records related to the Business Employees and Former Business Employees in accordance with Seller Parent’s records retention policies and, in no event, for less than such period of time required by applicable Law. It is further agreed that, prior to the Closing, each Parent and its Affiliates and Representatives shall not contact any of the directors, officers, employees, agents, customers, suppliers, licensors, licensees, distributors or other business partners of the other Parent or any of its Affiliates (including, with respect to Seller Parent, the Conveyed Subsidiaries (or their Subsidiaries) and, with respect to Purchaser Parent, Purchaser and its Subsidiaries) in connection with the transactions contemplated by this Agreement, whether in person or by telephone, mail or other means of communication, without the specific prior authorization by the other Parent (not to be unreasonably withheld, conditioned or delayed); provided that the foregoing shall not prevent any Parent or its Affiliates from operating in the ordinary course of business and communicating with such parties on matters unrelated to the Business or the Purchaser Business, as applicable, and the transactions contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, in no event shall Seller Parent or any of its Affiliates, including the Conveyed Subsidiaries (and their Subsidiaries), be required to provide any information as and to the extent it relates to any Retained Businesses, any Excluded Assets or any Retained Liabilities, or be required to provide a copy of, or otherwise disclose the contents of, any Seller Combined Tax Return, and in no event shall Purchaser Parent or any of its Affiliates, including Purchaser and its Subsidiaries, be required to provide any information as and to the extent it relates to any Purchaser Parent Retained Businesses or any Purchaser Parent Retained Liabilities. The Parties agree that, with respect to any matters that are the subject of both this Section 6.1(a) and Section 6.5(i), the provisions of Section 6.5(i) (and not this Section 6.1(a)) shall control.

  • Operation of the Business Between the date of this Agreement and the Closing, Seller shall:

  • Information and Records (a) Lessee shall promptly furnish to Lessor all such information as Lessor may from time to time reasonably request regarding the Aircraft or any part thereof, its use, registration, location and condition. In addition, Lessee shall, on each Maintenance Payments Date and the Termination Date, furnish to Lessor a monthly maintenance status report substantially in the form of Schedule 5.

  • Acquisition of the Company Upon the closing of any Acquisition the successor entity shall assume the obligations of this Warrant, and this Warrant shall be exercisable for the same securities, cash, and property as would be payable for the Shares issuable upon exercise of the unexercised portion of this Warrant as if such Shares were outstanding on the record date for

  • Access to Information; Independent Investigation Prior to the execution of this Agreement, the Subscriber has had the opportunity to ask questions of and receive answers from representatives of the Company concerning an investment in the Company, as well as the finances, operations, business and prospects of the Company, and the opportunity to obtain additional information to verify the accuracy of all information so obtained. In determining whether to make this investment, Subscriber has relied solely on Subscriber’s own knowledge and understanding of the Company and its business based upon Subscriber’s own due diligence investigation and the information furnished pursuant to this paragraph. Subscriber understands that no person has been authorized to give any information or to make any representations which were not furnished pursuant to this Section 2 and Subscriber has not relied on any other representations or information in making its investment decision, whether written or oral, relating to the Company, its operations and/or its prospects.

  • Disclosure to Representatives Recipient agrees that it shall maintain the Confidential Information in strict confidence and that the Confidential Information shall not, without Provider’s prior written consent, be disclosed by Recipient or by its affiliates, or their respective officers, directors, partners, employees, agents, or representatives (collectively, “Representatives”) in any manner whatsoever, in whole or in part, and shall not be used by Recipient or by its Representatives other than in connection with the Solicitation and the evaluation or negotiation of the Agreement; provided that, PG&E may use Confidential Information, consolidated with other market information and not specifically attributed to the Provider, to analyze or forecast market conditions or prices, for its own internal use or in the context of regulatory or other proceedings. Moreover, Recipient agrees to transmit the Confidential Information only to such of its Representatives who need to know the Confidential Information for the sole purpose of assisting Recipient with such permitted uses, as applicable; provided that, Recipient shall inform its Representatives of this Confidentiality Agreement and secure their agreement to abide in all material respects by its terms. In any event, Recipient shall be fully liable for any breach of this Confidentiality Agreement by its Representatives as though committed by Recipient itself.

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