REASONS FOR AND BENEFITS OF ENTERING INTO THE Sample Clauses

REASONS FOR AND BENEFITS OF ENTERING INTO THE. RAW MATERIALS MASTER SUPPLY AGREEMENT The Group is principally engaged in six business segments, one of which is the manufacturing and sale of organic silicone products which is operated exclusively by Dongyue Organosilicone. For the production of its organic silicone products, Dongyue Organosilicone sources raw materials from both the Remaining Group and Independent Third Parties. In particular, Dongyue Organosilicone has been sourcing chloromethane from Shandong Dongyue Fluorosilicone Materials Co., Ltd. (山東東岳氟硅材料有限公司), a subsidiary of the Company, for its production of silicone monomers. The supply of raw materials by the Remaining Group to Dongyue Organosilicone has historically been driven by commercial benefits derived from the synergy between Dongyue Organosilicone and the other business segments of the Group since the incorporation of Dongyue Organosilicone as a wholly-owned subsidiary of the Company, and is expected to continue after Dongyue Organosilicone has become a non-wholly owned subsidiary of the Company following completion of the Capital Injection. There is no provision in the Raw Materials Master Supply Agreement requiring the Remaining Group to exclusively supply raw materials to Dongyue Organosilicone or requiring Dongyue Organosilicone to exclusively source raw materials from the Remaining Group. The quantities of raw materials to be purchased by Dongyue Organosilicone from the Remaining Group will depend on the actual production needs and capacity of Dongyue Organosilicone subject to the specific agreements to be entered into between the parties. As mentioned above, the pricing for the raw materials to be supplied by the Remaining Group to Dongyue Organosilicone will be determined by the Remaining Group with reference to the fair market prices of the respective products offered to Independent Third Parties or the production cost of the respective products, so as to ensure that the transactions will be beneficial to both the Remaining Group and Dongyue Organosilicone. The Directors (including the independent non-executive Directors but excluding the Abstained Directors (as defined below)) consider that the Raw Materials Master Supply Agreement was entered into in the ordinary and usual course of business of the Company, and the terms of the Raw Materials Master Supply Agreement, which were determined after arm’s length negotiations among the parties thereto, are normal commercial terms, fair and reasonable and in the interests of the ...
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REASONS FOR AND BENEFITS OF ENTERING INTO THE. PRODUCTION WATER SUPPLY AGREEMENT In order to enhance the Group’s operating efficiency and meet the growing demand of production water of the Group, Huineng Thermal Power and the Parent Company entered into the Production Water Supply Agreement after considering, among others, the following reasons:
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REASONS FOR AND BENEFITS OF ENTERING INTO THE. 2024 PROCUREMENT FRAMEWORK AGREEMENT The Board (including the independent non-executive Directors) is of the opinion that the above continuing connected transactions between the Group and Changbao are on normal commercial terms or terms no less favourable than those offered to independent third parties, and are entered into in the ordinary and usual course of business of the Company. Entering into 2024 Procurement Framework Agreement is fair and reasonable, and is in the interests of the Company and its Shareholders as a whole. Based on the above reasons and given that the continuing connected transactions between the Group and Changbao are for the purpose of satisfying the needs of the Group’s daily operation and business development, the Directors are of the view that the continuing connected transactions between the Group and Changbao are beneficial to the Company.
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REASONS FOR AND BENEFITS OF ENTERING INTO THE. CAHM PREMISES LEASING AGREEMENT CAHM has maintained a long-term and stable relationship with the Company, and is very familiar with the operational situations of Beijing Capital Airport. The lease of relevant terminal premises to CAHM for its daily office operation is conducive to increasing the non-aeronautical revenues of the Company and is beneficial to the Company’s development. In light of the above, the Directors (including the independent non-executive Directors) are of the view that the CAHM Premises Leasing Agreement was entered into on normal commercial terms and in the ordinary and usual course of business of the Company, the terms of which were reached after arm’s length negotiations and are fair and reasonable, and the transactions contemplated under the CAHM Premises Leasing Agreement are in the interest of the Company and the Shareholders as a whole.
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REASONS FOR AND BENEFITS OF ENTERING INTO THE. SECOND ASSET MANAGEMENT AGREEMENT By entering into the Second Asset Management Agreement and entrusting funds in accordance therewith, the Group intends to increase the rate of return of its cash and cash equivalents which can improve both the investment income and the profits of the Group. The Directors (including independent non-executive Directors) are therefore of the view that the terms of the Second Asset Management Agreement and entrusting funds in accordance therewith are fair and reasonable and are in the interests of the Group and its Shareholders as a whole.
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REASONS FOR AND BENEFITS OF ENTERING INTO THE. SECOND TENANCY AGREEMENT As the Group consider that (i) the Premises are suitable for the usage as a manufacturing plant; and (ii) reasonable rental terms were agreed, the Tenant entered into the Second Tenancy Agreement with the Landlord.
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REASONS FOR AND BENEFITS OF ENTERING INTO THE. LIMITED PARTNERSHIP AGREEMENT The Partnership will invest in industries applying new technologies, including consumer areas that applying 5G, quantum communications, edge computing. The Board considers that participation in the Fund will provide opportunities for the Group to establish contacts with the investee companies in order to explore potential collaborative partnerships. At the same time, the Group’s investment in the Fund will allow it to leverage on the network and expertise of, and the resources contributed by the General Partner, to create synergies with the Group’s existing business and to improve the capital efficiency of the Group. In addition, the Group believes that Fund will enhance the return to shareholders in the long run. The Directors (including the independent non-executive Directors) confirmed that the terms of the Limited Partnership Agreement and the transactions contemplated thereunder are fair and reasonable, on normal commercial terms and in the interests of the Company and the shareholders of the Company as a whole.
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REASONS FOR AND BENEFITS OF ENTERING INTO THE. SUMITOMO FRAMEWORK PURCHASE AGREEMENT Sumitomo Electric Group is a global conglomerate engaged in various industries including automotive, information communication, electronics, environment and energy, as well as industrial materials. As Sumitomo Electric Group is one of the leading enterprises in the production of optical fiber preforms in Japan, SEI Optical has been purchasing optical fiber preforms and related equipment, spare parts from Sumitomo Electric Group to manufacture its optical fibers to ensure the finished products are of high quality and the related technical services provided are of high standard. In addition, in view of the supply and demand in the optical fiber preform market in the PRC, the purchase of optical fiber preforms and related equipment, spare parts from Sumitomo Electric Group can, to a certain extent, enhance the stability of supply to the Group. The Directors (including the independent non-executive Directors) consider that the terms of the Sumitomo Framework Purchase Agreement are fair and reasonable, and the transactions contemplated thereunder are on normal commercial terms and in the ordinary and usual course of business of the Group and in the interests of the Company and its Shareholders as a whole.
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Related to REASONS FOR AND BENEFITS OF ENTERING INTO THE

  • REASONS FOR AND BENEFITS OF THE DISPOSAL The Board is of the view that since the Disposal Group has recorded loss and the business prospect of the Disposal Group is no longer promising and the business of the Disposal Group will no longer create effective synergy with the Group’s principal businesses. Consequently, disposal of the Disposal Group may streamline the businesses of the Group so that the Group may focus the resources of the Group on its principal businesses. Therefore, the Board considers that the Disposal is in the interests of the Company and its shareholders as a whole. The proceeds from the Disposal will be used as the general working capital of the Group. None of the Directors, except Ms. Foo Xxx Xxx Xxxxx, has a material interest in the Disposal or is required to abstain from voting on the Board resolutions to approve the entering into the Agreement. The Directors (including all independent non-executive Directors) are in the opinion that the terms of the Agreement have been negotiated at arm’s length and entered into on normal commercial terms, and the terms of the Agreement are fair and reasonable and in the interests of the Company and its shareholders as a whole. LISTING RULES IMPLICATIONS As the entire issued share capital of the Share Purchaser is beneficially owned by Ms. Foo Xxx Xxx Xxxxx and the entire issued share capital of the Guarantor is beneficially owned by Ms. Foo Xxx Xxx Xxxxx and Ms. Foo Xxx Xxx Xxxxx is the controlling shareholder, the chairman and an executive Director of the Company, Ms. Foo Xxx Xxx Xxxxx is a Connected Person of the Company under Chapter 14A of the Listing Rules. Since the applicable Percentage Ratios calculated under Rule 14.07 of the Listing Rules in respect of the Disposal are more than 0.1% but less than 5%, the Disposal is subject to the reporting and announcement requirements but exempt from the independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. None of the Directors, except Ms. Foo Xxx Xxx Xxxxx, has a material interest in the Disposal. Ms. Foo Xxx Xxx Xxxxx is a Connected Person and therefore has abstained from voting on the relevant Board resolutions approving the Disposal.

  • REASONS FOR AND BENEFITS OF THE TRANSACTION The Group is principally engaged in the development, sale, lease, investment and management of properties in the PRC and the sales of electronic and electrical related products and sales of building related materials and equipment. Each of the Merchants Nanjing and Nanjing Changmao would benefit from the cooperation in order to exert their strengths, grasp market opportunities and enhance their investment portfolio in the property market in the PRC, which would improve the capital efficiency and effectiveness, reduce the investment risks and thus a greater return could be created for the Shareholders. The terms of the Cooperation Agreement have been arrived at after arm’s length negotiations between the parties. The Directors (including the independent non-executive Directors) have confirmed that the Acquisition and the terms of the Cooperation Agreement (including the financing and profit distribution arrangements) and the transactions contemplated thereunder are fair and reasonable, on normal commercial terms and in the interests of the Company and its Shareholders as a whole.

  • REASONS FOR AND BENEFITS OF THE TRANSACTIONS The entering into of the 2017 Master Lease Agreement is for the continuing administrative, operational, marketing, promotional and sales needs of the Group. Following the expiry of the 2014 Master Lease Agreement, the Group may have to renew some of the Existing Leases when their respective terms expire, and may further enter into new Leases to satisfy the future business needs of the Group from time to time. Accordingly, the Company and the Lessor entered into the 2017 Master Lease Agreement to agree on the Annual Caps and set out a framework of the terms for the Leases to be made or renewed within the duration of the Term. In view of the above and that (i) compared with leasing from independent third parties, the Lessor has a better understanding of the Group’s requirements in terms of premises required for its usual course of business; (ii) the amount of rent payable by the relevant Group Companies pursuant to the Existing Leases and the other expired leases entered into under the 2014 Master Lease Agreement were not above the market rent; and (iii) the Lessor agreed that the amount of rent payable under the Leases to be entered into will be determined based on and will not be exceeding the market rent, the Directors (including the independent non-executive Directors) considered that the Leases contemplated under the 2017 Master Lease Agreement would be entered into, in the ordinary and usual course of business of the Group and that the 2017 Master Lease Agreement (together with the Annual Caps) was entered into on normal commercial terms (or better to the Group) after arm’s length negotiations between the parties, and the terms of the Leases contemplated under the 2017 Master Lease Agreement (together with the Annual Caps) are fair and reasonable and in the interests of the Company and its Shareholders as a whole. As Xx. Xxx Che-xxx, Xx. Xxxxxxx Xxx Xxx Xxxx, Xx. Xxxxx Xxxx Xxx Xxx Xx and Xx. Xxxxxxxxx Xxx Xxx Xxx, being all the executive Directors of the Company, are the discretionary beneficiaries of the Lui’s Family Trust which has 100% indirect shareholding interest in the Lessor, each of them is considered to have material interests in the 2017 Master Lease Agreement and has abstained from voting on the resolutions of the Board approving the 2017 Master Lease Agreement and the transactions contemplated thereunder. LISTING RULES IMPLICATIONS The Lessor is a connected person of the Company within the meaning of the Listing Rules by virtue of its being a wholly-owned subsidiary of CWL, which is a substantial shareholder of the Company holding approximately 51.23% of the issued share capital of the Company and is the trustee of Lui’s Family Trust. Accordingly, each Lessor Company is an associate of a substantial shareholder of the Company and is regarded as a connected person of the Company within the meaning of the Listing Rules. Hence, the entering into of the 2017 Master Lease Agreement constitutes continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Since the applicable percentage ratios are more than 0.1% but less than 5%, the 2017 Master Lease Agreement and the transactions contemplated thereunder are subject to the announcement, reporting and annual review requirements, but are exempt from the independent shareholders’ approval requirement under Chapter 14A of the Listing Rules.

  • Transition to Retirement 24.1 An Employee may advise their Employer in writing of their intention to retire within the next five years and participate in a retirement transition arrangement.

  • Covered Benefits Benefits for Bone Mass Measurement for the prevention, diagnosis, and treatment of osteoporosis are covered when requested by a Health Care Provider for a Qualified Individual.

  • Accrued Benefits The term "Accrued Benefits" shall include the following amounts, payable as described herein: (i) all base salary for the time period ending with the Termination Date; (ii) reimbursement for any and all monies advanced in connection with the Executive's employment for reasonable and necessary expenses incurred by the Executive on behalf of the Company and its Affiliates for the time period ending with the Termination Date; (iii) any and all other cash earned through the Termination Date and deferred at the election of the Executive or pursuant to any deferred compensation plan then in effect; (iv) notwithstanding any provision of any bonus or incentive compensation plan applicable to the Executive, a lump sum amount, in cash, equal to the sum of (A) any bonus or incentive compensation that has been allocated or awarded to the Executive for a fiscal year or other measuring period under the plan that ends prior to the Termination Date but has not yet been paid (pursuant to Section 5(f) or otherwise) and (B) a pro rata portion to the Termination Date of the aggregate value of all contingent bonus or incentive compensation awards to the Executive for all uncompleted periods under the plan calculated as to each such award as if the Goals with respect to such bonus or incentive compensation award had been attained; and (v) all other payments and benefits to which the Executive (or in the event of the Executive's death, the Executive's surviving spouse or other beneficiary) may be entitled as compensatory fringe benefits or under the terms of any benefit plan of the Employer, including severance payments under the Employer's severance policies and practices in the form most favorable to the Executive that were in effect at any time during the 180-day period prior to the Effective Date. Payment of Accrued Benefits shall be made promptly in accordance with the Employer's prevailing practice with respect to clauses (i) and (ii) or, with respect to clauses (iii), (iv) and (v), pursuant to the terms of the benefit plan or practice establishing such benefits.

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