APPLICATION FOR WAIVERS Sample Clauses

APPLICATION FOR WAIVERS. Upon completion of the Listing, the continuing connected transactions described in the section above headed “Non-exempt Continuing Connected Transactions” (the “Non-Exempt Transactions”) will constitute non-exempt continuing connected transactions of the Company under the GEM Listing Rules, and will be required to comply with the reporting, announcement and/or independent shareholders’ approval requirements. Our Directors (including independent non-executive Directors) are of the view that the Non- Exempt Transactions have been and will be entered into on normal commercial terms and in the ordinary and usual course of business of the Company that are fair and reasonable and in the interests of the Company and Shareholders as a whole, and the transactions and proposed annual caps set out above are fair and reasonable and in the interests of the Company and the Shareholders as a whole. We have applied for a waiver from strict compliance with the above announcement and/or independent shareholders’ approval requirements in respect of the Non-Exempt Transactions and the Stock Exchange has granted a waiver in relation thereto. Except for the waiver granted to exempt from compliance with announcement and/or independent shareholders’ approval requirements, the Company will comply with the relevant requirements under Chapter 20 of the GEM Listing Rules. CONFIRmATION FROm THE SOLE SpONSOR
Sample 1
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APPLICATION FOR WAIVERS. The transactions described under the sub-section entitled “—(B) Continuing Connected Transaction subject to the Reporting, Annual Review, Announcement Requirements but exempt from the Independent Shareholders’ Approval Requirement” in this section constitute our continuing connected transaction under the Listing Rules, which is exempt from the independent Shareholders’ approval requirement but subject to the reporting, annual review and announcement requirements of the Listing Rules. The transactions described under the sub-section entitled “—(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], waivers exempting us from strict compliance with (i) the announcement requirement under Chapter 14A of the Listing Rules in respect of the continuing connected transactions as disclosed in “—(B) Continuing Connected Transaction subject to the Reporting, Annual Review, Announcement Requirements but exempt from the Independent Shareholders’ Approval Requirement” in this section; and (ii) 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). Apart from the above waivers sought on the strict compliance of the announcement and independent Shareholders’ approval requirements, we will comply with the relevant requirements under Chapter 14A of the Listing Rules. If any terms of the transactions contemplated under the agreements mentioned above are altered or if we enter into any new agreements with any connected person in the future, we will fully comply with the relevant requirements under Chapter 14A of the Li...
Sample 1
APPLICATION FOR WAIVERS. In respect of the transactions described in “– (B) Continuing Connected Transactions Subject to the Reporting, Annual Review, Announcement and Independent Shareholders’ Approval Requirements” in this section which constitute our continuing connected transactions under the Listing Rules which are subject to the reporting, annual review and announcement and Independent Shareholders’ approval requirements of the Listing Rules, we have applied for and the Stock Exchange [has granted], waivers exempting us from strict compliance with the announcement, circular and shareholders’ approval requirements under Chapter 14A of the Listing Rules, subject to the condition that the aggregate amount of the continuing connected transactions for each financial year shall not exceed the relevant annual cap amounts set forth above.
Sample 1
APPLICATION FOR WAIVERS. We will continue to carry out the continuing connected transactions as disclosed above after our H shares are listed on the Hong Kong Stock Exchange and therefore those continuing connected transactions will be subject to the requirements of the Hong Kong Listing Rules. Waiver from Strict Compliance with Announcement Requirement Pursuant to the Hong Kong Listing Rules, the relevant percentage ratio for each of the above continuing connected transactions is less than 2.5% but more than 0.1% on an annual basis. Accordingly, all the above continuing connected transactions are exempted from the independent shareholders approval requirement under the Hong Kong Listing Rules. But all the above disclosed continuing connected transactions would still be subject to the reporting and announcement requirements set out in Rules 14A.45 to 14A.47 of the Hong Kong Listing Rules, if these requirements are strictly applied. As these connected transactions are expected to be carried out on a continuing and recurring basis and are expected to extend over a period of time, our Directors consider that strict compliance with the announcement requirement under the Hong Kong Listing Rules would be impractical and would add unnecessary administrative costs to our Company. Accordingly our Company has applied to the Hong Kong Stock Exchange pursuant to Rule 14A.42(3) of the Hong Kong Listing Rules for a waiver from strict compliance with the announcement requirement set out in Rule 14A.47 of the Hong Kong Listing Rules. The Hong Kong Stock Exchange has agreed to grant such waiver. Nevertheless, our Company has to comply with the reporting requirements set out in Rules 14A.45 and 14A.46 of the Hong Kong Listing Rules.
Sample 1
APPLICATION FOR WAIVERS. Our Directors (including the independent non-executive Directors) are of the view that the continuing connected transactions described above are expected to continue on a recurring basis after Listing, have been and shall be entered into on normal commercial terms, in the ordinary and usual course of business of our Company, are fair and reasonable and in the interest of the Shareholders as a whole and will be so in the future, and the transactions and proposed annual caps set out above are fair and reasonable and in the interests of our Shareholders as a whole. Pursuant to Rule 14A.42(3) of the Listing Rules, we have applied for the continuing connected transactions as referred to in paragraphs 2 to 5 above to be exempt from strict compliance with announcement requirements. Our Company will comply with the relevant requirements of Chapter 14A of the Listing Rules, including Rules 14A.35(1), 14A.35(2), 14A.36, 14A.37, 14A.38, 14A.39 and 14A.40. In relation to the Branding Agreement, our Directors consider that it would not be appropriate for the agreement to be subject to, among other things, the announcement and independent shareholders’ approval requirements of the Listing Rules. Accordingly, we have applied to the Stock Exchange for, and the Stock Exchange has granted to us, a waiver pursuant to Rule 14A.42(3) of the Listing Rules from strict compliance with the applicable announcement and independent shareholders’ approval requirements under the Listing Rules for a term which will expire on March 31, 2020. The waiver will be for a fixed period from the Listing Date through and including March 31, 2020, and such period will not be reduced or extended regardless of whether there is a change to the term or the nature of the Subconcession Contract. The waiver will not be automatically extended beyond March 31, 2020 unless permitted under the then-applicable requirements of the Listing Rules. The Intellectual Property Rights are important to our business and if we lose those rights, including the right to use the “MGM” brand name, it would cause severe disruption to our business and have an adverse effect on our business, financial condition and results of operations. Our Company confirms that for the purpose of Rules 14A.37 and 14A.38 of the Listing Rules, all the relevant contracts in relation to continuing connected transactions in the relevant years as disclosed above are available for review by the independent non-executive Directors and auditors of ou...
Sample 1

Related to APPLICATION FOR WAIVERS

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