Other Benefits to DIMA and Its Affiliates The Board also considered the character and amount of other incidental or “fall-out” benefits received by DIMA and its affiliates, including any fees received by DIMA for administrative services provided to the Fund, any fees received by an affiliate of DIMA for transfer agency services provided to the Fund and any fees received by an affiliate of DIMA for distribution services. The Board also considered benefits to DIMA related to brokerage and soft-dollar allocations, including allocating brokerage to pay for research generated by parties other than the executing broker dealers, which pertain primarily to funds investing in equity securities. In addition, the Board considered the incidental public relations benefits to DIMA related to DWS Funds advertising and cross-selling opportunities among DIMA products and services. The Board considered these benefits in reaching its conclusion that the Fund’s management fees were reasonable.
Shares Held by the Company and its Affiliates Whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, Registrable Securities held by the Company or its Affiliates (other than any Holder or transferees or successors or assigns thereof if such Holder is deemed to be an Affiliate solely by reason of its holdings of such Registrable Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.
Time Off for Union Activities The employer agrees to grant the necessary time off, without discrimination or loss of seniority rights and without pay, to any employee designated by the Union to attend a labor convention provided that there is two-week notice of any union convention. Due consideration shall be given to the number of personnel affected in order that there shall be no disruptions of employer's operations due to lack of available employees.
REASONS FOR AND BENEFITS OF THE TRANSACTIONS Jiaogong Maintenance and Zhejiang Shunchang fully understand business and operating needs of LongLiLiLong Co, and maintain effective communication to provide more quality services to LongLiLiLong Co. Both Jiaogong Maintenance and Zhejiang Shunchang has the relevant qualifications and experience to provide the Maintenance Services to LongLiLiLong Co. In addition, LongLiLiLong Co went through a tender process and obtained the relevant quotations from other independent service providers to select the service provider of the Maintenance Services. Zhejiang Shunchang and Jiaogong Maintenance finally won the respective tenders. The transactions contemplated under the Agreements are and will be conducted in the ordinary and usual course of business of the Group, and the consideration paid by LongLiLiLong Co to Jiaogong Maintenance and Zhejiang Shunchang, respectively, will not be higher than the average market price and will not be less favourable than those provided by other independent service providers to LongLiLiLong Co for similar services. Given the above, the Directors (including the independent non-executive Directors) are of the view that the terms of the Agreements are on normal commercial terms, in the ordinary and usual course of business of the Group and are fair and reasonable and in the interests of the Company and the Shareholders as a whole. As at the date of this announcement, LongLiLiLong Co is a wholly owned subsidiary of the Company. As at the date of this announcement, Communications Group holds approximately 67% of the issued share capital of the Company. By virtue of this shareholding interest, Communications Group is a controlling shareholder (as defined under the Listing Rules) of the Company. As at the date of this announcement, each of Jiaogong Maintenance and Zhejiang Shunchang is an indirect subsidiary of Communications Group. Therefore, Zhejiang Shunchang and Jiaogong Maintenance are connected persons of the Company and as a result, the respective transactions contemplated under the Dedicated Road Maintenance Agreements constitute continuing connected transactions for the Company under Chapter 14A of the Listing Rules. Pursuant to Rule 14A.81 to Rule 14A.83 of the Listing Rules, the respective transactions contemplated under the Dedicated Road Maintenance Agreements are required to be aggregated with the respective transactions contemplated under the Previous Road Maintenance Agreements which were continuing connected transactions entered into with the same connected persons. As the applicable percentage ratios in respect of the aggregated annual cap for transactions contemplated under the Dedicated Road Maintenance Agreements and the Previous Road Maintenance Agreements are more than 0.1% but less than 5%, the transactions contemplated under the Dedicated Road Maintenance Agreements and the Previous Road Maintenance Agreements will be subject to the reporting, announcement and annual review requirements but exempt from the independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules. Xx. Xx Xxxxxxx, Xx. Xxx Xxxxxxx, Xx. Xxxx Xxxxxxx and Mr. Xxx Xx, being Directors, are deemed to have material interests in the Dedicated Road Maintenance Agreements as they are also employed by the Communications Group as at the date of Board meeting on April 30, 2021 and have abstained from voting on the relevant Board resolutions. Other than those Directors mentioned above, none of the Directors have a material interest in the transactions contemplated under the Dedicated Road Maintenance Agreements, and none are required to abstain from voting on the relevant resolutions of the Board.
Time Off for Union Business
(a) Leave of absence without pay shall be granted upon request for the reasons set out below unless it would unduly interrupt the Employer's operations:
(1) to an elected or appointed representative of the Union to attend conventions of the Union and bodies to which the Union is affiliated, to a maximum of 21 days per occurrence;
(2) for elected or appointed representatives of the Union to attend to union business which requires them to leave their general work area;
(3) for employees who are representatives of the Union on a bargaining committee.
(b) Long-term leave of absence without pay shall be granted to employees designated by the Union to transact union business for specific periods of not less than 21 days unless this would unduly interrupt the operation of the department. Such requests shall be made in writing sufficiently in advance to minimize disruption of the department. Employees granted such leave of absence shall retain all rights and privileges accumulated prior to obtaining such leave. Seniority shall continue to accumulate during such leave and shall apply to such provisions as annual vacations, increments and promotions.
(c) When leave of absence without pay is granted pursuant to Part (a) or (b), the leave shall be given with pay and the Union shall reimburse the Employer for salary and benefit costs, including travel time incurred, within 60 days of receipt of the invoice. It is understood that employees granted leave of absence pursuant to this clause shall receive their current rates of pay while on leave of absence. Leave of absence granted under this clause shall include sufficient travel time. The pay and benefits received by the employee and reimbursed by the Union under this article shall be based on the number of hours to which the Union indicates, in writing, the employee is entitled. This provision does not apply to employees on extended leaves of absence who are employed by the Union on a full-time basis.
(d) Leave of absence with pay and without loss of seniority will be granted to an employee called to appear as a witness before an arbitration board, provided the dispute involved the Employer. On application, the Arbitration Board may determine summarily the amount of time required for the attendance of any witness.
(e) The Union shall provide the Employer with reasonable notice to minimize disruption of the operation and shall make every reasonable effort to give a minimum of 14 days’ notice prior to the commencement of leave under (a) or (b) above. The Employer agrees that any of the above leaves of absence shall not be unreasonably withheld.
REASONS FOR AND BENEFITS OF THE TRANSACTION The New Transportation Contract has been entered into for the purpose of transportation. The Company considers that the transactions contemplated under the New Transportation Contract are for the benefit of the Company, as the services provided are required in the production process of the Group and the service provider offered a competitive price and are capable of meeting the Group’s transportation needs. The Directors (including the independent non-executive Directors) consider that the New Transportation Contract is on normal commercial terms which are fair and reasonable and the transactions contemplated under the New Transportation Contract are in the ordinary and usual course of business of the Group and in the interests of the Company and its shareholders as a whole. None of the Directors has a material interest in the transactions contemplated under the New Transportation Contract, save for Xx. Xxxxxxx Xxxxxxxxx, who is general director of JSC EuroSibEnergo, a company which is owned by En+, and deputy general director — financial director of En+; and Mr. Xxxxxxxx Xxxxxxxxxx, who is the first deputy chief executive officer for technical policy and executive officer of International limited liability company En+ Holding, and deputy CEO — executive officer of En+, being the holding company of KraMZ-Auto LLC. Mr. Xxxxxxxx Xxxxxxxxxx is also the head of technical supervision of JSC EuroSibEnergo, a company which is owned by En+. Accordingly, Xx. Xxxxxxx Xxxxxxxxx and Mr. Xxxxxxxx Xxxxxxxxxx did not vote on the Board resolution approving the New Transportation Contract.
Securities Held by the Company or Its Affiliates Whenever the consent or approval of Holders of a specified percentage of Securities is required hereunder, Securities held by the Company or its affiliates (as such term is defined in Rule 405 under the Securities Act) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.
DIRECT ORDERING WITHOUT A FURTHER COMPETITION 2.1 Subject to paragraph 1.2 above any Contracting Body ordering the Services under this Framework Agreement without holding a further competition shall:
2.1.1 develop a clear Statement of Requirements setting out its requirements for the Services; and
2.1.2 apply the Direct Award Criteria to the catalogue of the Services for all Suppliers capable of meeting the Statement of Requirements in order to establish which of the Framework Suppliers provides the most economically advantageous solution; and
2.1.3 on the basis set out above, award its Services Requirements by placing an Order with the successful Framework Supplier in accordance with paragraph 7 below.
Investment Adviser and Investment Sub-Adviser The Trustees may in their discretion, from time to time, enter into an investment advisory or management contract or contracts with respect to the Trust or any Series whereby the other party or parties to such contract or contracts shall undertake to furnish the Trust with such management, investment advisory, statistical and research facilities and services and such other facilities and services, if any, and all upon such terms and conditions, as the Trustees may in their discretion determine. Notwithstanding any other provision of this Trust Instrument, the Trustees may authorize any investment adviser (subject to such general or specific instructions as the Trustees may from time to time adopt) to effect purchases, sales or exchanges of portfolio securities, other investment instruments of the Trust, or other Trust Property on behalf of the Trustees, or may authorize any officer, employee, agent, or Trustee to effect such purchases, sales or exchanges pursuant to recommendations of the investment adviser (and all without further action by the Trustees). Any such purchases, sales and exchanges shall be deemed to have been authorized by the Trustees. The Trustees may authorize, subject to applicable requirements of the 1940 Act, the investment adviser to employ, from time to time, one or more sub-advisers to perform such of the acts and services of the investment adviser, and upon such terms and conditions, as may be agreed upon between the investment adviser and sub-adviser. Any reference in this Trust Instrument to the investment adviser shall be deemed to include such sub-advisers, unless the context otherwise requires.
Other Business Activities of the Note Holders Each Note Holder acknowledges that each other Note Holder or its Affiliates may make loans or otherwise extend credit to, and generally engage in any kind of business with, the Mortgage Loan Borrower or any Affiliate thereof, any entity that is a holder of debt secured by direct or indirect ownership interests in the Mortgage Loan Borrower or any entity that is a holder of a preferred equity interest in the Mortgage Loan Borrower (each, a “Mortgage Loan Borrower Related Party”), and receive payments on such other loans or extensions of credit to Mortgage Loan Borrower Related Parties and otherwise act with respect thereto freely and without accountability in the same manner as if this Agreement and the transactions contemplated hereby were not in effect.
