Other Material Terms. Under the terms of the Right of First Offer, you must exercise your rights, if at all, as to the Designated Offer Space on the depiction attached to this Offer Notice within [ ] days after Landlord delivers such Offer Notice. Accordingly, you have until 5:00PM local time on , 20_, to exercise your rights under the Right of First Offer and accept the terms as contained herein, failing which your rights under the Right of First Offer shall terminate and Landlord shall be free to lease the Designated Offer Space to any third party. If possible, any earlier response would be appreciated. Please note that your acceptance of this Offer Notice shall be irrevocable and may not be rescinded. Upon receipt of your acceptance herein, Landlord and Tenant shall execute an amendment to the Lease memorializing the terms of this Otter Notice including the inclusion of the Designated Otter Space in the Premises; provided, however, that the failure by Landlord and Tenant to execute such amendment shall not affect the inclusion of such Designated Offer Space in the Premises in accordance with this Offer Notice. THE FAILURE TO ACCEPT THIS OFFER NOTICE BY (1) DESIGNATING THE "ACCEPTED" BOX, AND (2) EXECUTING AND RETURNING THIS OFFER NOTICE TO LANDLORD WITHOUT MODIFICATION WITHIN SUCH TIME PERlOD SHALL BE DEEMED A WAIVER OF TENANT'S RlGHTS UNDER THE RlGHT OF FIRST OFFER FOR SUCH DESIGNATED SPACE, AND TENANT SHALL HAVB NO FURTHER RlGHTS TO THE DESIGNATED OFFER SPACE. THE FAILURE TO EXECUTE THIS LETTER WITHIN SUCH TIME PERlOD SHALL BE DEEMED A WAIVER OF THIS OFFER NOTICE. Should you have any questions, do not hesitate to call. Sincerely, [please check appropriate box} ACCEPTED o REJECTED o CIENA CORPORATION, a Delaware corporation By: Name: Title: Date: Enclosure [attach depiction a/Designated Offer Space] EXHIBIT J BUILDING 2 WORK LETTER AND BUILDING 2 BASE BUILDING DESCRIPTION Landlord shall complete the base-building for Building 2 (the ''Building 2 Base Building") in accordance with the specifications for such base-building construction set forth in Schedule 1 attached hereto ("Building 2 Specifications") and plans specified on Schedule 2 attached hereto (the ''Building 2 Base Building Plans") in a good and workmanlike manner (the "Building 2 Base Building Work"). Landlord shall pay all costs for designing the Building 2 Base Building (excluding the tenant improvements) and, except as expressly set forth to the contrary in Schedule 1, Landlord shall bear all costs of the Build...
Other Material Terms. ● The Company has the right to repurchase the Securities. ● The Securities do not have a stated return or liquidation preference. ● The Company cannot determine if it currently has enough capital stock authorized to issue upon the conversion of the Securities, because the amount of capital stock to be issued is based on the occurrence of future events.
Other Material Terms. The Owner shall procure its shareholders who are interested in 5% or more of the issued share capital of the Owner to provide an undertaking to grant an option to SGMC (Sihanoukville) to purchase not more than 30% equity interest in the Owner at an equity cost basis within 36 months from the date of signing of the Casino Management Agreement. INFORMATION ABOUT THE PARTIES Information of SGMC (Sihanoukville) SGMC (Sihanoukville) is incorporated in Macau with limited liability and is a wholly owned subsidiary of the Company. It is principally engaged in the provision of management, consultancy and support services in relation the construction and decoration process and market activities for the preparation and operation of entertainment facilities of integrated resorts.
Other Material Terms. The Parent Company shall provide a complete list of Assets to the Company as the basis for the Company to establish a record of the Assets under management. The Parent Company has the right to formulate the management system and process for the Assets according to its own needs and supervise and instruct the Company’s and its contractual counterparties’ performance of contract, breach of contract and handling of litigation. The Parent Company has the right to conduct regular inspections on the safety and reasonable use of the Assets. If any irregularities are discovered during the inspection, the Parent Company also has the right to request the Company to rectify forthwith and make a written report within 10 days after making the rectification. The Company shall use the Assets properly and maintain the existing use and integrity of the Assets. Without written consent of the Parent Company, the Company shall not change the existing use of the Assets. Historical transaction amounts As no similar entrusted assets management services were provided by the Company to the Parent Company in the past, there is no historical figure available for disclosure in respect of the fees for such services. Annual caps It is expected that the annual caps for the transactions contemplated under the Entrusted Assets Management Agreement are as follows: For the three months ending 31 December 2023 For the year ending 31 December 2024 For the year ending 31 December 2025 For the nine months ending 30 September 2026 (RMB) (RMB) (RMB) (RMB) Annual caps 8,500,000 38,000,000 44,000,000 38,000,000 The above annual caps are determined based on the following factors:
Other Material Terms. Except for the New Lease Agreement (6), all the other New Lease Agreements contain the following terms:
Other Material Terms. Upon the full receipt of the Second Payment and up to the Completion Date, the Purchaser shall be entitled to nominate a person as the director to the board of directors of All Happy, Teamlead, Regal Asset and Shanghai Sheshan. Upon the full receipt of the Fourth Payment and up to the Completion Date, the board of directors of Shanghai Xxxxxxx shall appoint the Chairman and the Financial Controller as nominated by the Vendor and shall also appoint the Vice-Chairman and the Vice-Financial Controller as nominated by the Purchaser. INFORMATION ON THE AH GROUP All Happy is an investment holding company incorporated in the British Virgin Islands with limited liability, which holds 100% of the entire issued share capital of Teamlead and 15% of the entire issued share capital of Regal Asset. Regal Asset is owned as to 85% by Teamlead and 15% by All Happy respectively. Shanghai Sheshan is a direct wholly-owned subsidiary of Regal Asset. Teamlead is an investment holding company incorporated in the British Virgin Islands with limited liability. Regal Asset is a company incorporated in Hong Kong with limited liability and is principally engaged in the business of investment holding. Shanghai Sheshan is a wholly foreign owned enterprise incorporated in the PRC with limited liability and is principally engaged in the business of development and operation of recreational estates, farming, residential development, membership clubs etc and owns the land use and development rights of the Land comprising Land A, Land B, Land C, Land D, Land E, Land F, Land G and Land H with an aggregate total area of 333,716.60 square metres, which are all located in Songjiang District, Shanghai, the PRC. The Land is planned to be developed into a commercial and residential complex. Set out below is the financial information of AH Group for the two years ended 31st December, 2011 and 31st December, 2012: Year ended 31st December, 2011 2012 HK$’000 HK$’000 (unaudited) (unaudited) Revenue – – Net loss before taxation 35,766 32,950 Net loss after taxation 33,642 30,288 The unaudited net deficit of 50% of the equity interest of the AH Group was approximately HK$76,871,000 as at 31st December, 2012. The financial information above has been prepared in accordance with HKGAAP.
Other Material Terms. Pursuant to the Frequent Traveller Paid Membership Management Agreement, CAVIP is authorised by the Company to sign individual operation contracts with each of the operators selected through merchandising in relation to the resources under the Frequent Traveller Paid Membership Management Agreement, and the terms of such operation contracts shall not be in contradiction with the terms of the Frequent Traveller Paid Membership Management Agreement. CAVIP shall file such operation contracts with the Company. CAVIP is responsible for payment settlement, management of account receivables, operation analysis of the entrusted resources, preparation of accounts, safe-keep and submission of relevant information as well as other works requested by the Company. The operators will make all payments to the Company’s designated bank account directly. The Company shall then pay the entrusted management fee to CAVIP, details of which are set out in the section headed “Consideration and Payment” in this announcement. The Company expects that the operators and their ultimate beneficial owners will be third parties independent of the Company and its connected persons. In respect of the daily operation and management of the entrusted resources, CAVIP is entrusted by the Company to undertake daily operation and management of the frequent traveller’s paid membership business and the existing business related to the VIP Travellers’ Services, including safety, servicing, marketing, logistics, renovation and construction, as well as management of resources, premises and other related entrusted resources. CAVIP shall assist the operators with engineering projects reporting, project completion approval, management, business opening and the management of resources, premises and other related entrusted resources. In addition, CAVIP shall manage the operators and ensure that they strictly comply with the terms of the operation contracts and the management regulations of the Company. In executing the operation contracts, CAVIP shall request the operators to pay the contract performance bond or issue contract performance guarantee letter, which is to be collected, kept, managed and returned to the operators by CAVIP. In the event that any operator is in default, CAVIP shall forfeit the bond in part or in full in accordance with the contract as the case may be and pay such amount forfeited to the Company. In respect of resources allocation and merchandising, the operators are selected th...
Other Material Terms. (i) In relation to the approval of the shareholders of the Company for the Proposed Disposal, the Company shall, amongst other:
Other Material Terms. Pursuant to the Advertising Management Agreement, Beijing Airport Advertising will be responsible for the signing of individual advertising contact in relation to the use and operation of the relevant advertising resources with each of the advertisers, and the terms of such advertising contracts shall not be in contradiction with the terms of the Advertising Management Agreement. Pursuant to the Advertising Management Agreement, Beijing Airport Advertising shall ensure each of the advertisers will make all payments to the Company’s designated bank account directly. The Company will then pay Beijing Airport Advertising the agreed management fee as detailed above. The Company expects that the advertisers and their ultimate beneficial owners will be third parties independent of the Company and its connected persons. The Company will be responsible for making commercial decisions on the allocation of advertising resources in Beijing Airport, as well as the layout, format, specification, quantity and development. Beijing Airport Advertising will assist in executing such commercial decisions. The Company will appoint Beijing Airport Advertising to commence invitation for advertising business in the Beijing Airport. The result of which shall only be executed after being approved by the Company. Beijing Airport Advertising will be responsible for the daily operation and managerial work in respect of the advertisers, including safety, servicing, logistics, renovation, premises and managerial work of related entrusted resources. In respect of marketing, the Company will be responsible for the overall marketing strategy. Beijing Airport Advertising will execute the marketing plan and related store promotions in accordance with the overall marketing framework set by the Company. Annual Cap It is expected that the aggregate turnover of Beijing Airport Advertising from the operation of the advertising business under the Advertising Management Agreement received by the Company will increase at a rate ranging from 3% to 10% in 2015. This is determined in accordance with (i) the steady growth of 3% in the turnover from the operation of advertising resources at Beijing Airport in the past two years; and (ii) the increase in advertising resources which is expected to expand the client base of Beijing Airport Advertising. Based on the above information and considering (i) historical figures of operating turnover from advertisement resources in Beijing Airport in the past two ...
Other Material Terms. The Company is responsible for making commercial decisions on the allocation of retail resources in the designated area in Beijing Airport, as well as the layout, format and category of retail brands. Beijing Airport Commercial and Trading will be responsible for the daily operation and managerial work in respect of the retailers. The scope of work include safety, servicing, logistics, cashier, renovation, premises and managerial work of related leasing resources. Beijing Airport Commercial and Trading will be responsible for initiating invitation for retail business in the Beijing Airport. The result of which shall only be executed after being approved by the Company. In respect of marketing, the Company will be responsible for the overall marketing strategy. Beijing Airport Commercial and Trading will execute the marketing plan and other store promotions in accordance with the overall marketing framework set by the Company. Annual Cap It is expected that the aggregate turnover of Beijing Airport Commercial and Trading from the operation of the retail leasing business under the Domestic Retail Leasing Agreement will increase at a rate ranging from 5% to 15% in the year 2015. This is determined in accordance with (i) the anticipated growth rate of domestic passengers throughput at 2%; (ii) the growth in domestic retail business at Beijing Airport in the last two years at 5%; and (iii) the enhancement of the domestic retail brand. Based on the above figures and taking into consideration (i) historical figures of operating turnover from domestic retail business in Beijing Airport in the past two years; (ii) expected growth of domestic retail resources in the future; (iii) expected enhancement of retail brands in Beijing Airport; and (iv) the corresponding increase in the turnover from domestic retail business resulting from the anticipated growth of domestic passengers throughput at Beijing Airport in the coming three years, it is expected that the maximum aggregate annual rental payable by Beijing Airport Commercial and Trading to the Company for the three years ending 31 December 2015, 31 December 2016 and 31 December 2017 shall not exceed RMB180,000,000, RMB200,000,000 and RMB220,000,000, respectively. Reasons for and benefits of entering into the Domestic Retail Leasing Agreement Beijing Airport Commercial and Trading is principally engaged in conducting trading and retail businesses. Since Beijing Airport Commercial and Trading, which maintained a good ...
