PERMITTED TRANSACTIONS The Member is free to engage in any activity on its own or by the means of any entity. The Member’s fiduciary duty of loyalty, as it applies to outside business activities and opportunities, and the “corporate opportunity doctrine,” as such doctrine may be described under general corporation law, is hereby eliminated to the maximum extent allowed by the Act.
Real estate transactions You must sign the certification. You may cross out item 2 of the certification.
Business Combinations The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i) the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that the Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
TECHNOLOGY/KNOWLEDGE TRANSFER ACTIVITIES The goal of this task is to develop a plan to make the knowledge gained, experimental results, and lessons learned available to the public and key decision makers. The Recipient shall: • Prepare an Initial Fact Sheet at start of the project that describes the project. Use the format provided by the CAM. • Prepare a Final Project Fact Sheet at the project’s conclusion that discusses results. Use the format provided by the CAM. • Prepare a Technology/Knowledge Transfer Plan that includes: o An explanation of how the knowledge gained from the project will be made available to the public, including the targeted market sector and potential outreach to end users, utilities, regulatory agencies, and others.
Information Acquisition Connecting Transmission Owner and Developer shall each submit specific information regarding the electrical characteristics of their respective facilities to the other, and to NYISO, as described below and in accordance with Applicable Reliability Standards.
CONTINUING CONNECTED TRANSACTIONS TRADEMARK LICENSING AGREEMENT On 11 June 2013, Huizhou NVC and ETIC entered into a trademark licensing agreement (the Agreement), pursuant to which, Huizhou NVC grants ETIC a non-transferrable right to use certain registered trademarks of the Company on ETIC’s certain LED lamp products exclusively worldwide, subject to the terms and conditions provided therein. LISTING RULES IMPLICATIONS As at the date of this announcement, Huizhou NVC is a wholly owned subsidiary of the Company and ETIC is a substantial shareholder of the Company holding approximately 20.24% of the Company’s share capital and is therefore a connected person of the Company. Accordingly the transactions under the Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As each of the applicable Percentage Ratios calculated based on the annual caps set for the annual licensing fee payable by ETIC under the Agreement is more than 0.1% but less than 5%, the transactions under the Agreement are subject to the reporting, announcement and annual review requirements, but are exempted from the independent shareholders’ approval requirement under Chapter 14A of the Listing Rules. CONTINUING CONNECTED TRANSACTIONS UNDER THE AGREEMENT Principal Terms of the Agreement Date of the Agreement: 11 June 2013 Parties: Huizhou NVC and ETIC Transaction: Pursuant to the Agreement, Huizhou NVC grants ETIC, a non-transferrable right to use certain registered trademarks of the Company, including “NVC” and “雷士”, as well as granting ETIC the right to use the Company’s registered trademark in combination with ETIC’s own brand as “NVCETI” and “雷士德豪” on ETIC’s LED lamp products. The licensing is worldwide but is exclusive only on certain ETIC’s LED lamp products. Licensing Fee: The trademark licensing fee is agreed based on arm’s length negotiations and is on normal commercial terms. It will be calculated based on the following:
