OPINION OF THE DIRECTORS Sample Clauses

OPINION OF THE DIRECTORS. The terms of the Magazine Publication Agreement were arrived at after arm’s length negotiations between the parties. The Directors, including independent non-executive Directors of the Company, are of the view that the transaction under the Magazine Publication Agreement is and will be conducted on normal commercial terms that are no less favourable to the Group than terms available to or from independent third party customers, is fair and reasonable so far as the Company and the shareholders of the Company are concerned and is in the interests of the Company and the shareholders of the Company as a whole. The Directors, including independent non-executive Directors of the Company, are of the view that the Company’s said estimation of the Annual Caps are fair and reasonable.
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OPINION OF THE DIRECTORS. The Board (including the independent non-executive Directors) are of the view that the Employee Medical Insurance Agreement is entered into in the ordinary and usual course of business of the Group, on normal commercial terms or better, and the terms of the Employee Medical Insurance are fair and reasonable and in the interests of the Company and the Shareholders as a whole. No Director has a material interest in the Employee Medical Insurance Agreement and the transactions contemplated thereunder. For good corporate governance practices, Xx. Xx Xxx, Mr. Xxxx Xxxx and Xx. Xx Xxxxxxx, being Directors who also hold executive positions in TEDA or its subsidiaries, have abstained from voting at the resolutions of the Board approving the Employee Medical Insurance Agreement and the transactions contemplated thereunder. LISTING RULES IMPLICATIONS XXXX is the controlling shareholder of the Company indirectly interested in 545,471,305 Shares (representing approximately 40.32% of the total number of Shares in issue), and thus a connected person of the Company under the Listing Rules. Since Heng An Standard Life is owned as to by Tianjin TEDA International (a subsidiary of TEDA) as to 50% of its equity interest and thus an associate of TEDA, it is also regarded as a connected person of the Company. Therefore, the Employee Medical Insurance Agreement and the transactions contemplated thereunder constitute a connected transaction of the Company under Chapter 14A of the Listing Rules. As one of the applicable percentage ratios in respect of the Employee Medical Insurance Agreement and the transactions contemplated thereunder are more than 0.1% but less than 5%, the Employee Medical Insurance Agreement and the transactions contemplated thereunder are only subject to the reporting and announcement requirements, but are exempt from the circular and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules.
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OPINION OF THE DIRECTORS. The Transaction was approved at the eleventh meeting of the fourth session of the board of directors of the Company (the ‘‘Board’’) on 28 October 2014. Xx. Xxx Xxxxxxxxx, Xx. Xxxx Xxxxxxxx, Xx. Xxx Xxxxxxxxx and Xx. Xxxx Xxxx are considered to have a material interest in the Transaction and therefore have abstained from voting on the relevant Board resolution. The Board (including the independent non-executive directors) has considered the Transaction and is of the view that the Transaction is on normal commercial terms or better and the terms of the Framework Agreement are fair and reasonable and in the interests of the Company and its shareholders as a whole. The Transaction is subject to independent shareholders’ approval at the EGM, at which CNAHC and CNACG will abstain from voting on such matter. A circular containing, among other things, details of the Framework Agreement will be despatched to shareholders of the Company on or about 31 October 2014 in accordance with the Listing Rules. By order of the Board Air China Limited Xxx Xxxxx Xxx Xxxxx Xxx Joint Company Secretaries Beijing, the PRC, 28 October 2014 As at the date of this announcement, the directors of the Company are Xx. Xxx Xxxxxxxxx, Xx. Xxxx Xxxxxxxx, Xx. Xxx Xxxxxxxxx, Xx. Xxxx Xxxx, Xx. Xxxx Xxxxxx Slosar, Mr. Xxx Sai Xxxxxx Xxxx, Mr. Xxxx Xxxxxxx, Mr. Xxx Xxxxx, Xx. Xx Xxxx*, Xx. Xxxx Xxxxxxx*, Mr. Xxx Xxxxxxxxx* and Xx. Xxxxx To Xxx Xxxxx*.
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OPINION OF THE DIRECTORS. The terms of the Magazine Publication Agreement and the Brochure Publication Agreement were arrived at after arm’s length negotiations between the relevant parties, respectively. The Directors, including independent non-executive Directors of the Company, are of the view that the above transactions are conducted on normal commercial terms that are no less favourable to the Group than terms available to or from independent third party customers, are fair and reasonable so far as the Company and the shareholders of the Company are concerned and are in the interests of the Company and the shareholders of the Company as a whole.
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OPINION OF THE DIRECTORS. 5.1 The Board (including the independent non-executive Directors) considers that the ACC Transactions and CNACG Transactions have been conducted on normal commercial terms or on terms no less favourable than those available to independent third parties and were entered into on a continuing and regular basis and in the ordinary and usual course of business of the Company, are fair and reasonable and in the interests of the Company and the Shareholders as a whole, and that the relevant annual caps for the ACC Transactions and the CNACG Transactions for each of the three years ending 31 December 2017, 2018 and 2019 and the proposed annual caps in connection with the Leases of GAC Regulated Property are fair and reasonable.
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OPINION OF THE DIRECTORS. In view of the reasons and benefits as set out above, the Directors (excluding the independent non-executive Directors who will form their opinion after considering the advice from the Independent Financial Adviser) are of the view that the terms of the deposit services contemplated under the Financial Services Framework Agreement (including the Proposed Annual Caps) are fair and reasonable and on normal commercial terms which are no less favourable than those available from independent third parties under the prevailing market conditions, and in the interest of the Company and its shareholders as a whole. The Directors (including the independent non-executive Directors) are also of the view that the terms of the loan services and other financial services contemplated under the Financial Services Framework Agreement and the terms of the Guarantee are fair and reasonable and on normal commercial terms which are no less favourable than those available from independent third parties under the prevailing market conditions and in the interest of the Company and its shareholders as a whole. As (i) each of Xx. XXXX Xxxx, Xx. XXXX Xx and Mr. XXX Xxxxx is also a director and shareholder of Xiwang Group Company; and (ii) Xx. XXXX Xx is also a director of Xiwang Finance, each of them abstained from voting on the resolutions of the Board approving the Financial Services Framework Agreement and the transactions contemplated thereunder. Save as disclosed, none of the Directors has a material interest in the transactions contemplated under the Financial Services Framework Agreement. INFORMATION OF THE PARTIES The Group is principally engaged in property development in the PRC. Xiwang Finance is principally engaged in the provision of financial services for the member companies of Xiwang Group (including but not limited to the provision of consultancy and agency services, entrusted loans, guarantee and bills acceptance and discounting services and taking deposit from the member companies of Xiwang Group), inter-bank lending and borrowing and other businesses approved by the CBRC.
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OPINION OF THE DIRECTORS. The Directors (including the independent non-executive Directors) consider that (i) the entering into of the 2021 Water Transmission Pipelines Lease Master Agreement, the 2021 Heat and Power Networks and Facilities Lease Master Agreement, the 2021 Master Purchase Agreement and the respective transactions contemplated thereunder (including the proposed annual caps) is in the ordinary and usual course of business of the Group, and (ii) the terms thereof are on normal commercial terms, are fair and reasonable and in the interests of the Company and the Shareholders as a whole. The Directors (excluding the independent non-executive Directors who will express their views after considering the advice from the Independent Financial Adviser) consider that (i) the entering into of the 2021 Steam Purchase Master Agreement, the 2021 Master Sales Agreement, the 2021 Entrusted Processing Master Agreement and the respective transactions contemplated thereunder (including the proposed annual caps) is in the ordinary and usual course of business of the Group, and (ii) the terms thereof are on normal commercial terms, are fair and reasonable and in the interests of the Company and the Shareholders as a whole. None of the Directors has a material interest in the 2021 Master Agreements and the transactions contemplated thereunder. Notwithstanding, as Xx. Xxxxxx Wing Yui, Xxxxxx, non-executive Director, is a consultant of Messrs. Xxx Xxxx Xxx & Lo which provides legal and professional services to the Company in respect of the 2021 Master Agreements, he has voluntarily abstained from voting on the Board resolution for approving the 2021 Master Agreements and the respective transactions contemplated thereunder (including the proposed annual caps).
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OPINION OF THE DIRECTORS. The Board (including the independent non-executive Directors) are of the view that the Modification Compensation Agreement is entered into in the ordinary and usual course of business of the Group and on normal commercial terms or better, the terms of the Modification Compensation Agreement are fair and reasonable and the Modification Compensation Agreement is in the interests of the Company and the Shareholders as a whole. No Director has a material interest in the Modification Compensation Agreement and the transactions contemplated thereunder. LISTING RULES IMPLICATIONS XXXX is the controlling shareholder of the Company indirectly interested in 539,113,305 Shares (representing approximately 39.87% of the total number of Shares in issue), and is thus a connected person of the Company under the Listing Rules. Since Tianjin Urban Rail is a non-wholly owned subsidiary of TEDA and thus its associate, it is also regarded as a connected person of the Company. Therefore, the Modification Compensation Agreement and the transactions contemplated thereunder constitute connected transactions of the Company under Chapter 14A of the Listing Rules. As all the applicable percentage ratios in respect of the Modification Compensation Agreement and the transactions contemplated thereunder are more than 0.1% but less than 5%, the Modification Compensation Agreement and the transactions contemplated thereunder are only subject to the reporting and announcement requirements, but are exempt from the circular and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. INFORMATION ON THE PARTIES The Company is an investment holding company. The Group is principally engaged in the sales of piped natural gas, construction and gas pipeline installation service, gas passing through service and sales of bottled natural gas. Tianjin Clean Energy is principally engaged in the investment, construction and operation of urban gas pipeline network in Tianjin region, provision of natural gas connection services, supply and sale of natural gas. Tianjin Urban Rail is principally engaged in the businesses of investment, construction, operation and resources development for Rail Line Z4 in Tianjin. The equity interests in Tianjin Urban Rail are owned as to approximately 75.73% by TEDA, 14.27% by China Railway Electrification Engineering Group Co., Ltd.* （中鐵電氣化局集團有限公司） and 10% by Tianjin Binhai New Area Land Development Co., Ltd.*（天津市濱海新區土地開發有限責任公司）. TEDA is a st...
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Related to OPINION OF THE DIRECTORS

  • Transfer to Directors and Senior Officers (1) You may transfer escrow securities within escrow to existing or, upon their appointment, incoming directors or senior officers of the Issuer or any of its material operating subsidiaries, if the Issuer’s board of directors has approved the transfer.

  • Directors The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified.

  • Opinion of Counsel The Indenture Trustee shall receive at least seven days prior written notice when requested by the Issuer to take any action pursuant to Section 8.04(b), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

  • Opinion of Counsel for Company At Closing Time, the Representative shall have received the favorable opinion, dated as of Closing Time, of Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibit A hereto and to such further effect as counsel to the Underwriters may reasonably request.

  • Officers The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

  • Board of Directors The Board of Directors of the Company is comprised of the persons set forth under the heading of the Pricing Prospectus and the Prospectus captioned “Management.” The qualifications of the persons serving as board members and the overall composition of the board comply with the Exchange Act, the Exchange Act Regulations, the Xxxxxxxx-Xxxxx Act of 2002 and the rules promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”) applicable to the Company and the listing rules of the Exchange. At least one member of the Audit Committee of the Board of Directors of the Company qualifies as an “audit committee financial expert,” as such term is defined under Regulation S-K and the listing rules of the Exchange. In addition, at least a majority of the persons serving on the Board of Directors qualify as “independent,” as defined under the listing rules of the Exchange.

  • Opinion of Financial Advisor 23 3.19. Brokers.............................................................. 23

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  • DIRECTORS, OFFICERS AND ORGANIZATION LIABILITY Required (If Grantee is a Non‐Profit or if a first tier contractor or subgrantee is a Non‐Profit) Directors, Officers and Organization insurance covering the Grantee’s Organization, Directors, Officers, and Trustees actual or alleged errors, omissions, negligent, or wrongful acts, including improper governance, employment practices and financial oversight - including improper oversight and/or use of use of grant funds and donor contributions - with a combined single limit of no less than $1,000,000.00 per claim.

  • DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT ‌ The information required by this item is incorporated by reference from the information contained under the captions entitled "Election of Directors," "Executive Officers and Significant Employees" and "Section 16(a) Beneficial Ownership Reporting Compliance" in the Company's definitive proxy statement to be filed with the Commission in connection with the Company's 1998 Annual Meeting of Stockholders.

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