Appointment of Financial Advisor. Subject to the terms and conditions of this Agreement, the Company hereby appoints the Financial Advisor as its financial advisor and information agent in connection with the rights offering and the offering to the Standby Purchasers, and in identifying and managing one or more qualifying broker-dealers to act as a selling group in connection with the Public Reoffer, if any. It is acknowledged by the Company that neither the Financial Advisor nor any such qualifying broker-dealers shall be obligated to purchase any shares of Common Stock, Rights, or Securities and shall not be obligated to take any action that is inconsistent with any applicable law, regulation, licensure requirements, decision or order. The Company and the Financial Advisor agree that the Financial Advisor is an independent contractor with respect to its participation in the offering to the Standby Purchasers and the Rights Offering contemplated by this Agreement and the performance of any other financial advisory services to the Company contemplated by this Agreement or otherwise. In rendering the services contemplated by this Agreement, the Financial Advisor will not be subject to any liability to the Company or any of its affiliates for any act or omission on the part of any securities broker or dealer (other than the Financial Advisor or employees of the Financial Advisor) or any other person, and the Financial Advisor will not be liable for acts or omissions in performing its obligations under this Agreement, except to the extent set forth in Sections 10 and 11, below.
Appointment of Financial Advisor. (a) The Relevant Designated Representative may engage or approve the engagement of (in each case on such terms as it may consider appropriate (including, without limitation, and subject to clause (iv) of the last sentence of Section 5.01(a) above, restrictions on that Financial Advisor’s liability and the extent to which any advice, valuation or opinion may be relied on or disclosed), pay for and rely on the services of, a Financial Advisor to provide advice, a valuation or a fairness opinion in connection with a Distressed Disposal which is (i) a transfer, sale or other disposition of Shared Collateral or the application or distribution of any proceeds of any such sale or disposition or (ii) any amount of Non-Cash Consideration which is subject to Section 4.02.
(b) For the purposes of paragraph (a) above, the Relevant Designated Representative shall act on the instructions of (x) prior to the Discharge of Senior Obligations, the Required Senior Creditors or (y) after the Discharge of Senior Obligations, the Required Second Priority Creditors or, if all Second Priority Debt is subject to the Collateral Trust Agreement, the Collateral Trustee.
Appointment of Financial Advisor. Notwithstanding anything to the contrary in any other arrangement or agreement among the Parties and/or any other person, whenever the valuation of the Parent or any of its subsidiaries needs to be conducted, the Parent shall engage an independent reputable international investment bank or other kind of financial advisor appointed in good faith by the Board for such purpose.
Appointment of Financial Advisor. The Broker, Financial Advisor, or Investment Professional (collectively, the “Financial Advisor”) shall be appointed by the Depositor in the Application (or in another manner acceptable to the Custodian) as his or her agent to (i) submit and/or execute such investment directions with respect to Investment Company Shares, and, if permitted by the Custodian, Other Funding Vehicles, as the Depositor (or the Depositor’s Authorized Agent, or, following the death of
Appointment of Financial Advisor. The Broker, Financial Advisor, or Investment Professional (collectively, the “Financial Advisor”) shall be appointed by the Participant (or following the death of the Participant, the Beneficiary) in the Application (or in another manner acceptable to and filed with the Custodian) as his or her agent to (i) execute such investment directions with respect to Investment Company Shares, as the Participant (or the Participant’s Authorized Agent, or, following the death of the Participant, the Beneficiary) may give under the terms of the Custodial Account, including the execution of purchase and sale orders, (ii) direct the Custodian to perform certain nonmonetary transactions on the Participant’s (or following the death of the Participant, the Beneficiary’s) behalf, as permitted by the Custodian, and (iii) perform such other duties and responsibilities and execute such other instructions and directions, on behalf of the Participant (or following the death of the Participant, the Beneficiary) as may be set forth under this Agreement, as amended from time to time. The duties and responsibilities imposed on the Financial Advisor through this Agreement shall be accepted by the Financial Advisor upon the earlier of the following: (i) the Financial Advisor’s written acceptance of such duties and responsibilities, as demonstrated by the Financial Advisor’s signature on the Participant’s (or following the death of the Participant, the Beneficiary’s) Application (or in another manner acceptable to and on record with the Custodian), (ii) the delivery by the Financial Advisor of an instruction, direction, or inquiry to the Custodian with respect to the Participant’s (or following the death of the Participant, the Beneficiary) Custodial Account, or (iii) the Financial Advisor’s receipt of compensation as a result of Investment Company Shares maintained in the Custodial Account. The Participant (or, following the death of the Participant, the Beneficiary) understands that the duties and responsibilities imposed on the Financial Advisor through this Agreement may be transferred to another financial advisor with appropriate direction and representation from such other financial advisor in a manner acceptable to and filed with the Custodian, including representation from the new Financial Advisor that it has obtained the Participant’s (or, following the death of the Participant, the Beneficiary’s) affirmative consent for the transfer, or appointment by the Participant directl...
Appointment of Financial Advisor. On 10 February 2023, the Company entered into the Financial Advisory Agreement with Rainbow Capital for the provision of corporate financial advisory services to the Company in relation to the Subscriptions, the scope of which included, among others, the preparation of announcement and other documentations. Rainbow Capital is appointed as the Company’s financial adviser for a fee which was determined after arm’s length negotiations with reference to prevailing market rates. Xx. Xxxx Xxx Xxx, an executive Director, is the controlling shareholder of Rainbow Capital. Therefore, Rainbow Capital is a connected person of the Company and the transactions contemplated under the Financial Advisory Agreement constitute a connected transaction for the Company under Chapter 14A of the Listing Rules. The Board considers it is in the best interests of the Company to enter into the Financial Advisory Agreement with Rainbow Capital as Rainbow Capital is familiar with the business operations of the Group in view of the connected relationship, which will in turn result in more efficient services to the Group. Rainbow Capital is a corporation licensed under the Securities and Futures Ordinance to carry out Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities. It provides a comprehensive range of corporate financial advisory services for local and international clients. As the relevant percentage ratios (other than the profits ratio) in respect of the consideration to be paid under the Financial Advisory Agreement will be less than 5% and the total consideration is less than HK$3.0 million, the transaction contemplated under the Financial Advisory Agreement is fully exempted under Rule 14A.76 of the Listing Rules. Xx. Xxxx Xxx Xxx has abstained from voting on the board resolution for approving the engagement of Rainbow Capital.
Appointment of Financial Advisor. In addition to and not by way of restricting the general investment powers of the Trustee, within 90 days of the date of this Agreement, the Trustee shall retain and engage a Financial Advisor and enter into a Financial Advisor Service
Appointment of Financial Advisor. 327. The ACI Group also seeks an order approving the appointment of BMO Xxxxxxx Xxxxx Inc. ("BMO Capital Markets") as Canadian financial advisor, for the purpose of assisting the ABH Group in maximizing value for all constituents in the context of the present restructuring.
Appointment of Financial Advisor. The Company has appointed ZICO Capital as its financial adviser to advise on the Proposed Acquisition.
Appointment of Financial Advisor. At the request of each Class B Dragged Party and Class C Dragged Party, as the case may be, within 10 days following delivery of an H Pre-Drag Notice, the Capital Shareholders and Dongguan Huarong BVI shall (together with, at the election of the Capital Shareholders, any other Person participating in the same sale contemplated under this Section 5.11) jointly appoint an investment bank or financial advisory firm of international reputation to act as a financial advisor for, and as coordinator of, a sale under this Section 5.11, which investment bank or advisory firm shall be Xxxxxx Xxxxxxx, Xxxxxxx Xxxxx & Co., XX Xxxxxx Chase, Credit Suisse (or any such successor to any of the foregoing) or such other investment bank or financial advisory firm of international reputation acceptable to Dongguan Huarong BVI and the Capital Shareholders. If Dongguan Huarong BVI requests the appointment of an investment bank or financial advisor pursuant to this Section 5.11(e), such investment bank or financial advisor shall determine a minimum fair market price per share and other important terms and conditions for the sale of the Ordinary Shares Equivalents to be sold pursuant to this Section 5.11 taking into account, among other considerations, the condition of the Company and the Subsidiaries and their businesses at the time of such sale and that less than a 100% interest in the Company will be sold to a purchaser pursuant to this Section 5.11 (the “Fair Sale Terms”). The Capital Shareholders agree not to require the participation of Dongguan Huarong BVI under this Section 5.11 on terms and conditions less favorable than the Fair Sale Terms.
