Basis of the Consideration Sample Clauses

Basis of the Consideration. The Consideration was determined after arm’s length negotiation between the Company and the Sellers after considering the following factors: (i) the unaudited net profits after tax of the Target Company for the year ended 31 December 2021 in the amount of approximately RMB10.5 million; and (ii) the factors as set out in the section headed “Reasons for and benefits of the Acquisition”. Based on the above, the Directors are of the view that the Consideration is fair and reasonable and in the interests of the Company and the Shareholders as a whole.
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Basis of the Consideration. The consideration of RMB1 billion is the same as the consideration of the Capital Increase paid by ABC Investment previously for the 42.01% equity interest in the Target Company and has been stipulated in the Capital Increase Agreement. Based on the above, the Directors are of the view that the consideration and the terms of the Equity Transfer Agreement for the Acquisition are fair and reasonable. The Completion is conditional on the Company having obtained all required approvals for the Equity Transfer Agreement and the transaction contemplated thereunder, including but not limited to the approvals of its Shareholders and the Stock Exchange, where applicable.
Basis of the Consideration. Compensation to Shenzhen Agricultural Products include (i) cash compensation; and (ii) substitution of existing properties with the redeveloped properties. Assuming that Shenzhen Agricultural Products chooses only cash compensation and does not choose substitution of existing properties with the redeveloped properties, the consideration given by Shenzhen Xinxiang under the Cooperation Framework Agreement and the Associated Transactions for Phase I Redevelopment is the maximum compensation which is estimated to be RMB2,100,000,000 (or approximately HK$2,646,000,000). The exact cash compensation and compensation for the substitution of existing properties with the redeveloped properties will be based on and made in accordance with the Phase I Demolition Compensation Agreement to be signed later. The Consideration is to be satisfied by internal resources and bank financing. The basis upon which such consideration was determined is by reference to the resettlement and demolition compensation standard applied to Phase I Redevelopment, which is with reference to the comparables of the resettlement and demolition compensation standard in Shenzhen, the PRC. The maximum compensation for Phase II Redevelopment is to be negotiated and agreed between Shenzhen Xinxiang and Shenzhen Agricultural Products after the commencement of Phase I Redevelopment with reference to the resettlement and demolition compensation standard for Phase I Redevelopment.
Basis of the Consideration. On August 3, 2021, the Target Company entered into the series B preferred share and warrant purchase agreement with CPE, the Principals, the Holding Companies, the Target Subsidiaries and other parties in relation to the Series B Financing. Pursuant to the Series B Financing, various investors, including CPE, were introduced as shareholders of the Target Company. The consideration under the Series B Financing was approximately US$1.13 per Series B Preference Share, which was determined by the parties after arm’s length negotiation having taken into account of a wide range of factors in relation to the Target Company including the orders in hand, the expected growth of business performance, the market position and valuation among the industry. The consideration for the Purchase was determined with reference to and was identical to the consideration of the investment of Series B Financing. The consideration for the Purchase was determined with reference to and was identical to the consideration of the investment of Series B Financing. Given that the consideration for the Purchase is identical to the consideration under the Series B Financing, which was determined by third party investors without the involvement of the Company, the consideration for the Purchase represented a fair price recognized by external investors. As discussed in the section headed “Management Discussion and Analysis” of the 2021 interim report published by the Company, the Group intends to selectively pursue acquisitions of businesses and assets that are complementary to its growth strategies, particularly those that can help us enrich its services offerings at a global scale. Accordingly, the Company proposed to enter into the transactions having taken into account its needs of developing a comprehensive range of services and assessment of the bright overall future development of the CDMO industry. The Company believes that in the long term, such transactions will benefit the Company in the future, fulfill its overall development strategy and facilitate further expansion of markets. Integrated service capability is becoming more and more important to CRO’s development and forms part of the Company’s direction of further development. Integrated service is conducive to improving the efficiency of customer service, increasing the stickiness of customers, extending the service chain and improving the service experience for the same customer. Due to the Company’s business positioning, it h...
Basis of the Consideration. Pursuant to the New Disposal Agreement, the Consideration for the Sale Interest is approximately RMB180.25 million (equivalent to approximately HK$196.47 million) which was determined after arm’s length negotiations between the Purchaser and the Vendor after taking into account (i) the unaudited net asset value of the Target of approximately RMB149.1 million (equivalent to approximately HK$162.5 million) as at 31 December 2019; (ii) the amount of the shareholder’s loan owed by the Target to the Group of approximately RMB23.86 million (equivalent to approximately HK$26.01 million) as at the date of the New Disposal Agreement; and (iii) the reference value of the Land (assuming that proper title of certificate has been granted and the Land can be freely transferrable) as at 31 December 2019 preliminarily assessed by Vincorn Consulting and Appraisal Limited, an independent professional valuer, using market approach.
Basis of the Consideration. The Acquisition Agreement was entered into after arm's length negotiation between the Company and CMBVI, and the total acquisition price of approximately HK$256.0 billion (equivalent to about US$32.8 billion) was determined having considered various factors including the prospective adjusted EBITDA and prospective profit contributions of the Target Companies to the Combined Group, the quality of the assets being acquired, their growth prospects, earnings potential, competitive advantages in their respective markets and relevant valuation benchmarks. In addition, the terms of the Acquisition Agreement were all determined based on normal commercial terms. The Company will also assume the net indebtedness of the Target Companies, which amounted to approximately HK$9.0 billion (equivalent to about US$1.2 billion) as of 30 June 2000.
Basis of the Consideration. The Consideration was determined after arm’s length negotiation between the Seller and the Company under normal commercial terms and with reference to, among others, the preliminary valuation of the Properties at RMB252,370,000 as at 29 August 2018, as carried out by an independent professional valuer jointly appointed by the Seller and the Company. In valuing the properties, the valuer adopted approaches on the basis of capitalization of the rental derived from the existing tenancies with due allowance for reversionary rental potential of the Properties, and by making reference to comparable sales evidence as available in the relevant property market. In the Board meeting (which Xx. Xxxx had abstained from voting), the Directors (other than members of the Independent Board Committee, who will give their opinion after having considered the recommendation from the Independent Financial Adviser) consider that the consideration for the Acquisition arrived at after arm’s length negotiation remains to be fair and reasonable as the Consideration has taken into account, (i) the valuation of the Properties as at 29 August 2018, 27 September 2018 and 13 June 2019; (ii) the rent income receivable from the Properties; and (iii) the future prospects of the property market in Langfang, Hebei Province, the PRC. The final valuation report of the Properties will be included in the circular to be despatched to the Shareholders. Completion is conditional upon the fulfillment (or waiver) of the following conditions:
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Basis of the Consideration. The Consideration was determined after arm’s length negotiation between the Vendor and the Purchaser with reference to the financial position of the Target Company, the relevant valid licenses obtained and possessed by the Target Company in relation to the business of provision of coal mining services and the reasons for and benefits of the Disposal as disclosed in the section “Reasons for and Benefits of Entering into the Equity Transfer Agreement” below.
Basis of the Consideration. The Consideration was determined after arm’s length negotiations among the Parties with reference to, among other things, (a) the unaudited consolidated net profit after tax of the Target Group for the year ended 31 December 2019; (b) the market position of the Target Company in the industry and its property management projects; and (c) other factors as set out in the paragraph headed “Reasons for and Benefits of the Proposed Acquisition” below. Based on the foregoing, the Directors (including the independent non-executive Directors) are of the view that the Consideration is fair and reasonable and in the interest of the Company and the Shareholders as a whole.
Basis of the Consideration. The Consideration was determined after arm’s length negotiations between the Parties on normal commercial terms. Negotiations between the Parties followed extensive outreach to local and multinational pharma companies to gauge whether there was interest in pursuing a transaction involving the Licensed Product. In arriving at its decision, the Board considered
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