BOARD CONFIRMATION. The Company shall have sent written notice to the Investors after March 1, 2005, but on or prior to March 31, 2005, attaching a resolution or written consent approved by the non-interested members of the Board of Directors that states that it is in the best interests of the stockholders and creditors of the Company for the Company to borrow the aggregate principal amounts set forth opposite the Investors' names on SCHEDULE 2.1(B).
BOARD CONFIRMATION. If the Contract has been specified as a Critical Service Contract under Paragraph 1.1 of Part B of Call-Off Schedule 8 (Business Continuity and Disaster Recovery) (if applicable) then, subject to Paragraph 8.4 of this Schedule, the Supplier shall within ninety (90) days after each Accounting Reference Date or within 15 months of the previous Board Confirmation (whichever is the earlier) provide a Board Confirmation to the Relevant Authority in the form set out at Annex 4 to this Schedule, confirming that to the best of the Board’s knowledge and belief, it is not aware of and has no knowledge: that a Financial Distress Event has occurred since the later of the Effective Date or the previous Board Confirmation or is subsisting; or of any matters which have occurred or are subsisting that could reasonably be expected to cause a Financial Distress Event. The Supplier shall ensure that in its preparation of the Board Confirmation it exercises due care and diligence and has made reasonable enquiry of all relevant Supplier Staff and other persons as is reasonably necessary to understand and confirm the position. In respect of the first Board Confirmation to be provided under this Contract, the Supplier shall provide the Board Confirmation within 15 months of the Effective Date if earlier than the timescale for submission set out in Paragraph 8.1 of this Schedule. Where the Supplier is unable to provide a Board Confirmation in accordance with Paragraphs 8.1 to 8.3 of this Schedule due to the occurrence of a Financial Distress Event or knowledge of subsisting matters which could reasonably be expected to cause a Financial Distress Event, it will be sufficient for the Supplier to submit in place of the Board Confirmation, a statement from the Board of Directors to the Buyer (and where the Supplier is a Strategic Supplier, the Supplier shall send a copy of the statement to the Cabinet Office Markets and Suppliers Team) setting out full details of any Financial Distress Events that have occurred and/or the matters which could reasonably be expected to cause a Financial Distress Event.
BOARD CONFIRMATION. The New Loan Framework Agreement and transactions contemplated thereunder are in the ordinary and usual course of business of the Group and the terms of the New Loan Framework Agreement were negotiated on an arm’s length basis between the parties. Based on the reasons and benefits above, the Directors (including all independent non-executive Directors) consider that the terms of the New Loan Framework Agreement and its annual caps are fair and reasonable and are on normal commercial terms and in the interests of the Company and its shareholders as a whole. Given that Xx. Xxx Xxxxxxxx, Xx. Xx Xxx, Xx. Xxx Xxxxxxx and Xx. Xxxx Xxxxxx (each a non-executive Director) also serve positions in certain entities controlled by PAG, the associate of Falcon, they have voluntarily abstained from voting on the relevant Board resolutions approving the New Loan Framework Agreement for good corporate governance. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, there are no other Directors who has any material interest in the New Loan Framework Agreement.
BOARD CONFIRMATION. As Xx. Xxx Xxxxxxx is currently the vice-president of Alibaba Holding, Xx. Xx Xxxxxx is currently the vice-president of Alibaba Holding, and Xx. Xx Xxxx is currently the deputy chief financial officer of Alibaba Holding, they are considered to have material interests in respect of the relevant board resolutions in connection with the 2021 Master Technical Services Agreement and the proposed annual caps thereunder. For good corporate governance, Xx. Xxx Xxxxxxx, Xx. Xx Xxxxxx and Xx. Xx Xxxx had voluntarily abstained from voting on the relevant board resolution in connection with the 2021 Master Technical Services Agreement and the proposed annual caps thereunder. Save for the aforesaid and to the best knowledge, information and belief of the Company, none of the Directors have any material interest in the 2021 Master Technical Services Agreement for which they would be required to abstain from voting on the relevant board resolution approving such documents and proposed annual caps pursuant to the articles of association of the Company.
BOARD CONFIRMATION. The Board (including the independent non-executive Directors of the Bank) notes that the Transaction contemplated under the Framework Agreements is on normal commercial terms in the ordinary and usual course of business of the Bank. As a consequence, the Board is of the view that the Transaction contemplated under the Framework Agreements is fair and reasonable and in the interests of the Bank and the Shareholders as a whole. As each of Xx. Xxxxx Xxxxxxxx, Xx. Xxx Xxxxxxxxx, Xx. Xxx Xxxxxxxxx and Xx. Xxx Xxxxxx is connected with the proposed Transaction, they have abstained from voting on the board resolutions to approve the Framework Agreement. Save as disclosed above, none of the Directors has material interest in the Framework Agreement and none of them is required to abstain from voting on the board resolutions for considering and approving the Framework Agreement.
BOARD CONFIRMATION. 5.1 Pursuant to Rule 14A.68(8) of the Listing Rules, Messrs. Xxxxx Shou-Yeh Xxxx, Xxx-Xxxx Xxxx (Xxxxx Xxxx), Xxxx Xxx-Xxxx Xxxx and Xxxxxx Xxxx-To Xxx, all being directors of the Board of the Company having a connected relationship with DSFH Group, have abstained from voting on the board resolutions relating to the entering of the relevant agreements (and the respective caps). The resolutions were voted by the Directors who are not connected to the transactions.
5.2 The Board (including the independent non-executive Directors) considers that the above- mentioned agreements (and the transactions contemplated under the relevant agreements) were entered into on normal commercial terms or on terms no less favourable than those available to independent third parties and were entered into on a continuing and regular basis and in the ordinary and usual course of business of the Company, are fair and reasonable and in the interests of the Company and the Shareholders as a whole, and that the annual caps for each of the continuing connected transactions contemplated under the relevant agreements for each of the three financial years ending 31 December 2020, 2021 and 2022 are fair and reasonable.
BOARD CONFIRMATION. As of the date of this announcement, Xx. Xxx Xxx is the vice president of Local Service Group of Alibaba Holding and president of Fengniao Logistic of Alibaba Holding and Mr. Xxx Xxxx is the president of Taobao & Tmall Commercial Group Industrial Development Department II of Alibaba Holding, for good corporate governance, each of Xx. Xxx Xxx and Mr. Xxx Xxxx has voluntarily abstained from voting on the relevant board resolution in connection with the entering into of the New Master Agreements (including the various proposed annual caps thereunder).
BOARD CONFIRMATION. The Directors (including all the independent non-executive Directors of the Company) are of the view that the 2024 IT Cooperation Framework Agreement and the 2024 Health Management Service Framework Agreement and the transactions contemplated thereunder (i) are conducted in the ordinary and usual course of business of the Company on normal commercial terms, (ii) the terms of which are fair and reasonable, and (iii) are in the interests of the Company and its Shareholders as a whole.
BOARD CONFIRMATION. Xx. Xxxxx Xxxx and Mr. Xxxx Xxx, both are the non-executive Directors appointed by Taobao China and therefore they are considered to have material interests in respect of the relevant board resolutions in connection with the Master Technical Services Agreement (including, for the avoidance of doubt, the Subsisting Technical Services Agreements) and the proposed annual caps under the category of “Technical Services”. For good corporate governance, Xx. Xxxxx Xxxx and Mr. Xxxx Xxx had voluntarily abstained from voting on the relevant board resolution in connection with the Master Technical Services Agreement (including, for the avoidance of doubt, the Subsisting Technical Services Agreements) and the proposed annual caps. Save for the aforesaid and to the best knowledge, information and belief of the Company, none of the remaining Directors has any material interest in the Master Technical Services Agreement (including, for the avoidance of doubt, the Subsisting Technical Services Agreements) for which they would be required to abstain from voting on the relevant board resolution approving such documents and proposed annual caps pursuant to the articles of association of the Company.
BOARD CONFIRMATION. The Directors, including the independent non-executive Directors, have confirmed they are of the opinion that (a) the CITIC Copper Concentrate Offtake Agreement was entered into in the ordinary and usual course of business of the Company; (b) the terms of the CITIC Copper Concentrate Offtake Agreement (including the Annual Caps) are fair and reasonable; (c) the transactions contemplated under the CITIC Copper Concentrate Offtake Agreement will be on normal commercial terms; and (d) the entry into by the Company of the CITIC Copper Concentrate Offtake Agreement is in the interests of the Company and its shareholders as a whole. The Board has approved the transactions contemplated under the CITIC Copper Concentrate Offtake Agreement. Since the terms of the CITIC Copper Concentrate Offtake Agreement are, pursuant to the Shareholders’ Agreement, identical to the terms of the offtake agreement between the Seller and MMG SA which may, in turn, have a bearing on the terms of the CMN Copper Concentrate Offtake Agreement, the Interested Directors, being Xxxx Xxxx, Xxx Xxxxxx and Xx Xxxxxx, each holding or having held position(s) at CMN and/or CMNH, have abstained from voting on the Board resolution approving the CITIC Copper Concentrate Offtake Agreement in order to avoid any possible conflict of interest issue.
