APPLICATION FOR WAIVER. The transactions described in “—(B) Continuing Connected Transactions subject to the Reporting, Annual Review and Announcement Requirements but exempt from Independent Shareholders’ Approval Requirement” in this section constitutes our continuing connected transactions under the Listing Rules, which are subject to the reporting, annual review and announcement requirements but exempt from independent shareholders’ approval requirement of the Listing Rules. The transactions described in “—(C) Continuing Connected Transactions subject to the Reporting, Annual Review, Announcement and Independent Shareholders’ Approval Requirements” in this section constitute our continuing connected transactions under the Listing Rules which are subject to the reporting, annual review, announcement and independent shareholders’ approval requirements of the Listing Rules. In respect of these continuing connected transactions, pursuant to Rule 14A.105 of the Listing Rules, we have applied for, and the Stock Exchange [has granted] us, waivers exempting us from strict compliance with the announcement requirement under Chapter 14A of the Listing Rules in respect of the continuing connected transaction as disclosed in “—(B) Continuing Connected Transactions subject to the Reporting, Annual Review and Announcement Requirements but exempt from Independent Shareholders’ Approval Requirement”; and the announcement and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules in respect of the continuing connected transactions as disclosed in “—(C) Continuing Connected Transactions subject to the Reporting, Annual Review, Announcement and Independent Shareholders’ Approval Requirements” in this section, subject to the condition that the aggregate amounts of the continuing connected transactions for each financial year shall not exceed the relevant amounts set forth in the respective annual caps (as stated above).
APPLICATION FOR WAIVER. In the event that the Company determines that the application of the provision of Section 3.04(a) or Section 3.04(b) would cause a distortion in the economic arrangement among the Members, the Managing Member may, on behalf of the Company, request a waiver of the application of either or both of such provisions pursuant to Treas. Reg. Section 1.704-2(f) (4) or Treas. Reg. Section 1.704-2(i) (4).
APPLICATION FOR WAIVER. Pursuant to the Listing Rules, the transactions described in the paragraph headed “(B) Continuing connected transactions subject to the reporting, annual review, announcement and independent Shareholders’ approval requirements” in this section above constitute our continuing connected transactions that are subject to reporting, annual review, announcement and independent Shareholders’ approval requirements of Chapter 14A of the Listing Rules. In respect of these continuing connected transactions, we have applied and the Stock Exchange [has granted] in accordance with Rule 14A.105 of the Listing rules, waivers exempting us from strict compliance with announcement and independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules in respect of the continuing connected transactions as described under the paragraph headed “(B) Continuing connected transactions subject to the reporting, annual review, announcement and independent Shareholders’ approval requirements” in this section above, subject to the condition that the aggregate amounts of the continuing connected transactions for each financial year shall not exceed the relevant amounts set out in the respective annual caps (as stated above). If any terms of the transactions contemplated under the abovementioned agreements are altered or if our Company enters into any new agreements with any connected persons in the future, we will fully comply with the relevant requirements under Chapter 14A of the Listing Rules unless we apply for and obtain a separate waiver from the Stock Exchange.
APPLICATION FOR WAIVER. The transactions described in “— Continuing Connected Transactions subject to the Reporting, Annual Review, Announcement, Circular and Independent Shareholders’ Approval Requirements” in this section constitute our continuing connected transactions under the Listing Rules which are subject to the reporting, annual review, announcement, circular and independent shareholders’ approval requirements of the Listing Rules. In respect of these continuing connected transactions, pursuant to Rule 14A.105 of the Listing Rules, we have applied for, and the Stock Exchange [has granted] us, waivers exempting us from strict compliance with the announcement, circular and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules in respect of the continuing connected transactions as disclosed in “— Continuing Connected Transactions subject to the Reporting, Annual Review, Announcement, Circular and Independent Shareholders’ Approval Requirements” in this section, subject to the condition that the aggregate amounts of the continuing connected transactions for each financial year shall not exceed the relevant amounts set forth in the respective annual caps (as stated above).
APPLICATION FOR WAIVER. The transactions described in “— Continuing Connected Transactions subject to the Reporting, Annual Review and Announcement Requirements but exempt from the Circular and Independent Shareholders’ Approval Requirements” in this section constitute our continuing connected transactions under the Listing Rules, which are exempt from the circular and independent Shareholders’ approval requirements but subject to the reporting, annual review and announcement requirements under the Listing Rules.
APPLICATION FOR WAIVER. In the event that the Board determines that the application of the provisions of Section 3.04(a) or Section 3.04(b) of this Appendix would cause a distortion in the economic arrangement among the Members, the Board may, on behalf of the Company, request a waiver of the application of either or both of such provisions pursuant to Treas. Reg. §1.704-2(f)(4) or Treas. Reg. §1.704-2(i)(4).
APPLICATION FOR WAIVER. Party-2 may apply to the chief executive officer of Party-1 from time to time for a waiver from Party-2's grant and assignment obligations for the Employee Developments. In deciding whether or not to grant such a waiver, Party-1 shall reasonably consider the following factors, any one of which may or may not be dispositive, but the decision to grant such a waiver is entirely within Party-1's discretion: (i) Whether any Supplied Tools, facility, or Confidential Information of Party-1 was used in developing the Employee Developments; (ii) Whether the Employee Developments were developed entirely outside of Party-2's job responsibilities; (iii) Whether the Employee Developments relate directly to Party-1's business; (iv) Whether the Employee Developments relate to Party-1's actual or demonstrably anticipated research or development; and/or (v) Whether the Employee Developments result from any work performed by Party-2 for Party-1.
APPLICATION FOR WAIVER. We have applied for, and the Stock Exchange has granted, a waiver from strict compliance with the requirements of (i) the announcement, circular and independent shareholders’ approval in respect of the transactions contemplated under the Contractual Arrangements pursuant to Rule 14A.105 of the Listing Rules, (ii) setting annual caps for the transactions contemplated under the Contractual Arrangements under Rule 14A.53 of the Listing Rules, and (iii) limiting the term of the Contractual Arrangements to three years or less under Rule 14A.52 of the Listing Rules, subject to the following conditions:
APPLICATION FOR WAIVER. As the non-fully exempt continuing connected transactions have been disclosed in the document, our Directors consider that strict compliance with the announcement requirement under the Listing Rules would be unduly burdensome and add unnecessary administrative costs on our Company. Accordingly, pursuant to Rules 14A.102 and 14A.105 of the Listing Rules, we have applied for, and the Stock Exchange [has granted] to us, a waiver from strict compliance with the announcement requirement under Rules 14A.35 of the Listing Rules, once our Shares are listed on the Stock Exchange in respect of such non-exempt continuing connected transactions, subject to the aggregate amount of the non-exempt continuing connected transactions for the financial years ending 31 December 2020, 2021 and 2022 not exceeding the relevant annual cap amounts as stated above. Our Board [has] approved the non-fully exempt continuing connected transactions described above. Further, our Directors (including our independent non-executive Directors) have confirmed that (i) the terms of such non-fully exempt continuing connected transactions are fair and reasonable; (ii) such non-fully exempt continuing connected transactions are on normal commercial terms or better and are in the interest of our Group and our Shareholders as a whole;
APPLICATION FOR WAIVER. Since both the Tenant Management Services Framework Agreement and the Commercial Property Operational Services Framework Agreement were entered into between our Group and Xx. Xxxxx and the transactions are similar in nature, the transactions contemplated under the two agreements will be aggregated and treated as if they were one transaction pursuant to Rules 14A.82(1) and 14A.83 of the Listing Rules. Accordingly, the annual caps in respect of transactions contemplated under the Tenant Management Services Framework Agreement and the Commercial Property Operational Services Framework Agreement are aggregated, and such aggregated amount is used when calculating the relevant percentage ratios under Chapter 14A of the Listing Rules. As each of the applicable percentage ratios under the Listing Rules in respect of the annual caps for the amounts payable by Xx. Xxxxx’x Companies to our Group under the Tenant Management Services Framework Agreement and the Commercial Property Operational Services Framework Agreement, on an annual basis and as aggregated, is expected to be more than 5%, the transactions contemplated thereunder are subject to the reporting, annual review, announcement and independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. In respect of the continuing connected transactions described in this section, pursuant to Rule 14A.105 of the Listing Rules, we have applied for, and the Stock Exchange [has granted], waivers exempting us from strict compliance with the announcement and independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules in respect of the continuing connected transactions as disclosed in “Non-exempt Continuing Connected Transactions” in this section, subject to the condition that the aggregate amounts of the continuing connected transactions for each financial year shall not exceed the relevant amounts set forth in the respective annual caps (as stated above).
