BOARD OPINION Sample Clauses

BOARD OPINION. The Directors (including the independent non-executive Directors) are of the view that the terms of the New Lease Agreements (i) are on normal commercial terms or terms no less favourable to the Group than those available to or from independent third parties; (ii) are entered into in the ordinary and usual course of business of the Group; and (iii) are fair and reasonable and in the interests of the Company and the Shareholders as a whole. The Directors (including the independent non-executive Directors) are also of the view that the proposed annual caps for the transactions contemplated under the New Lease Agreements for the years ending 31 December 2019 are fair and reasonable and in the interests of the Company and the Shareholders as a whole. The Board has passed resolutions to approve the transactions contemplated under the New Lease Agreements. Save for Xx. Xxxx and Xx. Xxxx Xxxxx Xx (the son of Xx. Xxxx and Xx. Xxx), who are deemed to have material interest in the New Lease Agreements and have abstained from voting, none of the Directors had a material interest in the transactions contemplated under the New Lease Agreements and no Director was required to abstain from voting on the relevant board resolutions to approve the transactions contemplated under the New Lease Agreements. The Company is an investment holding company. The Group is principally engaged in the design, manufacture and sale of Chinese herbal shampoo and hair-care products as well as other products such as skin care products, toothpaste, and shower gels. Guangzhou Bawang, a company established in the PRC, is beneficially owned by Xx. Xxxx and Xx. Xxx. The principal business activity of Guangzhou Bawang is the property investments, property development, property management, real estate agency services and property leasing.
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BOARD OPINION. The Board has passed resolutions to approve, among others, the Subscription and transactions contemplated under the Share Subscription Agreement. Save for Mr. Xx Xxxxxx who serves as the Chairman of China Telecommunications Corporation, Xx. Xxxx Xxxxxxx who serves as a Director and the President of China Telecommunications Corporation, Xx. Xxx Xxxxxxx who serves as a Director of China Telecommunications Corporation, Xx. Xxxx Xx and Mr. Xx Xxx who serve as Vice Presidents of China Telecommunications Corporation, Xx. Xx Xxxxxxx who serves as the Chief Accountant of China Telecommunications Corporation and have therefore abstained from voting on the relevant board resolutions in respect of, among others, the Subscription and transactions contemplated under the Share Subscription Agreement, none of the Directors have a material interest in the Subscription and transactions contemplated under the Share Subscription Agreement and no Director is required to abstain from voting on the relevant board resolutions to approve the Subscription and transactions contemplated under the Share Subscription Agreement. The Directors (including the independent non-executive Directors) consider that, although the Subscription is not in the ordinary and usual course of business of the Company, the terms of the Subscription and the transactions contemplated under the Share Subscription Agreement are fair and reasonable and on normal commercial terms and that entering into the Share Subscription Agreement and the transactions contemplated thereunder are in the interest of the Company and the shareholders as a whole.
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BOARD OPINION. As Mr. Xxx Xxx (“Mr. Sha”) and Xx. Xxxxx Xxxx (“Xx. Xxxxx”) are respectively interested in 60.40% and 38.96% of equity interest in Jiangsu Sample Holding Limited* ( 江蘇三寶控股有限公司) which in turn owns the entire equity interest in Sample Group, a controlling shareholder of the Company. Each of Mr. Xxx and Xx. Xxxxx is considered to have a material interest in the Property Leasing Framework Agreement, they are required to abstain and had abstained from voting on the relevant Board resolutions relating to the Property Leasing Framework Agreement. Save for Mr. Xxx and Xx. Xxxxx, no director is required to abstain from voting on the Board resolutions approving the Property Leasing Framework Agreement. The Board (excluding Mr. Xxx Xxx and Xx. Xxxxx Xxxx, but including the independent non-executive Directors) is of the view that the Property Leasing Framework Agreement and the transactions contemplated thereunder (i) was entered into in the ordinary and usual course of business of the Group;
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BOARD OPINION. The Directors (including the independent non-executive Directors but excluding the Interested Directors) are of the view that the terms of the Packaging Material Supply Master Agreement (i) are on normal commercial terms or terms no less favourable to the Group than those available to or from independent third parties; (ii) are entered into in the ordinary and usual course of business of the Group; and (iii) are fair and reasonable and in the interests of the Company and the Shareholders as a whole. The Directors (including the independent non-executive Directors excluding the Interested Directors) are also of the view that the proposed annual caps for the transactions contemplated under the Packaging Material Supply Master Agreement for the three years ending 31 May 2021 are fair and reasonable and in the interests of the Company and the Shareholders as a whole. The Board has passed resolutions to approve, among other things, the entering into of the Packaging Material Supply Master Agreement. Xx. Xxxx and Xx. Xxxx Xxxxx Xx are deemed to have material interests in the Packaging Material Supply Master Agreement and had abstained from voting at the Board meeting approving the transactions contemplated under the Packaging Material Supply Master Agreement and the annual caps applicable thereto. The Company is an investment holding company. The Group is principally engaged in the design, manufacture and sale of Chinese herbal shampoo and hair-care products as well as other products such as, skincare products, toothpaste, and shower gels. Chenming Paper, a company established in the PRC, is wholly-owned by Mr. Xxxx Xxxxx as at the date of this announcement, a brother of Xx. Xxxx and is principally engaged in manufacturing and sale of paper cartons, paper boards and paper packs.
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BOARD OPINION. The Board has passed resolutions to approve the Payment and Digital Finance Related Services Framework Agreement and the expected services contemplated under the agreement. Save for Mr. Xx Xxxxxx, also serving as the Chairman of China Telecommunications Corporation, Xx. Xx Xxxxxxxx and Xx. Xxxx Xxxxxxx, also serving as Directors of China Telecommunications Corporation, Xx. Xxx Xxxxxxx, also serving as a Vice President of China Telecommunications Corporation, and Xxxxx Xxx Xxx, also serving as the Chief Accountant of China Telecommunications Corporation, all of whom have therefore abstained from voting on the relevant board resolutions to approve the Payment and Digital Finance Related Services Framework Agreement, none of the Directors had a material interest in the transactions contemplated under the agreement and no Director was required to abstain from voting on the relevant board resolutions to approve the agreement. The Board (including the independent non-executive Directors of the Company) is of the view that the transactions contemplated under the Payment and Digital Finance Related Services Framework Agreement signed between the Company and E-surfing Pay are entered into in the ordinary and usual course of business of the Group, that they are on normal commercial terms or better, and that the terms and the Annual Cap applicable thereto are fair and reasonable and are in the interests of the Company and its shareholders as a whole.
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BOARD OPINION. The Board (including the independent non-executive Directors of the Company) is of the view that the 2021-2023 Property Lease Framework Agreements, the 2021-2023 Service Supply Framework Agreement with CMCC, the 2021-2023 Service Supply Framework Agreement with CUC, the 2021-2023 Site Resource Service Framework Agreement and the Materials Procurement Framework Agreement and the transactions contemplated thereunder have been entered into in the ordinary and usual course of business of the Company and are on normal commercial terms or better, and the terms, as well as the relevant proposed annual caps, are fair and reasonable and are in the interests of the Company and its shareholders as a whole. The Board (excluding the members of the Independent Board Committee, the opinion of which, after taking into account the advice from the Independent Financial Adviser, will be included in the circular to be despatched to the shareholders of the Company) is of the view that 2021-2023 Service Supply Framework Agreement with CTC and the transactions contemplated thereunder have been entered into in the ordinary and usual course of business of the Company and they are on normal commercial terms or better, and the terms, as well as the relevant proposed annual caps, are fair and reasonable and are in the interests of the Company and its shareholders as a whole. The EGM will be convened to consider and, if thought fit, to approve the 2021-2023 Service Supply Framework Agreement with CTC and the relevant proposed annual caps. Pursuant to Rule 14A.36 of the Listing Rules, any shareholder with a material interest in the relevant continuing connected transactions is required to abstain from voting on the relevant resolutions at the EGM. Accordingly, China Telecom, a subsidiary of CTC, is required to abstain from voting on the resolution in respect of such agreement and the relevant proposed annual caps at the EGM. An Independent Board Committee comprising all of the independent non-executive Directors of the Company, namely Mr. Xxx Xxxxx, Xx. Xxx Xxxx Xxx and Xx. Xxxx Xxxxx, has been formed to advise the Independent Shareholders in respect of, the 2021-2023 Service Supply Framework Agreement with CTC and the relevant proposed annual caps. The Company has appointed an Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in respect of, among other things, the 2021-2023 Service Supply Framework Agreement with CTC and the relev...
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Related to BOARD OPINION

  • Second Opinions The Member may access a second opinion from a Network Provider regarding a medical diagnosis or treatment plan. The Member may request Preauthorization or may visit a KFHPWA-designated Specialist for a second opinion. When requested or indicated, second opinions are provided by Network Providers and are covered with Preauthorization, or when obtained from a KFHPWA-designated Specialist. Coverage is determined by the Member's EOC; therefore, coverage for the second opinion does not imply that the services or treatments recommended will be covered. Preauthorization for a second opinion does not imply that KFHPWA will authorize the Member to return to the physician providing the second opinion for any additional treatment. Services, drugs and devices prescribed or recommended as a result of the consultation are not covered unless included as covered under the EOC.

  • Annual Opinion On or before April 30 of each year, starting in the year after the Closing Date, the Issuer will furnish to the Indenture Trustee an Opinion of Counsel either (i) stating that, in the opinion of that counsel, all action has been taken for the recording, filing, re-recording and refiling of this Indenture and all financing statements and continuation statements to maintain the Lien of this Indenture or (ii) stating that in the opinion of that counsel no action is necessary to maintain the Lien.

  • Section 368 Opinion The Company shall have received a written opinion of Gxxxxxxxx Traurig, LLP (or other counsel to the Company reasonably satisfactory to Parent), dated as of the Closing Date and in form and substance reasonably satisfactory to the Company, to the effect that, on the basis of the facts, representations and assumptions set forth or referred to in such opinion, the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering the opinion described in this Section 7.3(e), counsel shall be entitled to require and rely upon customary representations contained in certificates of officers of the Company and Parent, reasonably satisfactory in form and substance to the Company and Parent.

  • REIT Opinion Parent shall have received a written opinion of Gxxxxxxxx Txxxxxx, LLP (or other counsel to Company reasonably acceptable to Parent), dated as of the Closing Date and in form and substance reasonably satisfactory to Parent, to the effect that, commencing with the Company’s taxable year ended December 31, 2009, the Company has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code and its actual method of operation has enabled the Company to meet, through the Effective Time, the requirements for qualification and taxation as a REIT under the Code. Such opinion will be subject to customary exceptions, assumptions and qualifications and based on customary representations contained in an officer’s certificate executed by the Company, provided that Parent is given a reasonable opportunity to review such representations and finds them reasonably acceptable.

  • Benefit Plan Opinion An Opinion of Counsel satisfactory to the Trustee to the effect that any proposed transfer will not (i) cause the assets of the Trust Fund to be regarded as plan assets for purposes of the Plan Asset Regulations or (ii) give rise to any fiduciary duty on the part of the Depositor or the Trustee.

  • Opinion of Company Counsel On each Closing Date, there shall have been furnished to you, as Representative of the several Underwriters, the opinions of (i) Xxxx Xxxxxxxx LLP, counsel for the Company, and Xxxxxx Xxxxxxx Xxxxx & Bear, LLP, intellectual property counsel for the Company, dated such Closing Date and addressed to you, in form and substance satisfactory to you.

  • Company Counsel Opinions On the Closing Date and/or the Option Closing Date, the Representative shall have received: (i) the favorable opinion of Xxxxxx Xxxxxxxxxx LLP, counsel to the Company, addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters and a negative assurance letter, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative; (ii) the favorable opinion of Xxxxxxx Xxxxxx law Firm, PRC counsel to the Company, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative; and (iii) the favorable opinion of Xxxxxxx Xxxxxxx (Cayman) LLP, Cayman Islands counsel to the Company, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative. The Underwriters and their counsel shall rely on the opinions of (i) the Company’s Cayman Islands counsel, Mourant Ozannes (Cayman) LLP, filed as Exhibit 5.1 to the Registration Statement, as to the due incorporation and validity of the Offered Securities and the Underlying Shares and (ii) the Company’s PRC counsel, Jiangsu Junjin law Firm, filed as Exhibit 8.1 to the Registration Statement as well as the opinions delivered on the Closing Date pursuant to this Section.

  • FORM OF OPINION The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the state of its incorporation.

  • Underwriters Counsel Opinion The Representatives will have received (i) an opinion addressed to the Representatives of Xxxxxxx XxXxxxxxx LLP (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Underwriters, dated the Closing Date, with respect to the validity of the Publicly Registered Notes and such other related matters as the Representatives require and the Depositor will have furnished or caused to be furnished to such counsel such documents as they may reasonably request for the purpose of enabling them to pass upon such matters and (ii) a signed negative assurance letter of Xxxxxxx XxXxxxxxx LLP, dated the Closing Date, relating to the Preliminary Prospectus and the Prospectus.

  • Opinion of Financial Advisor 27 SECTION 3.18

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