Compliance with Listing Rules. It is the express intention of the Parties that (i) the Shares, including any other securities of the Company convertible into or exercisable for Ordinary Shares, in any transaction or series of related transactions shall not have, upon issuance by the Company to the Purchaser, voting power equal to or in excess of 20% of the voting power outstanding (the aggregate number of votes that may be cast by holders of such securities outstanding that entitle the holders thereof to vote generally on all matters submitted to the Company’s security holders for a vote) before the issuance of such Shares or of securities convertible into or exercisable for Ordinary Shares; (ii) the number of Shares to be issued hereunder shall not be, upon issuance by the Company to the Purchaser, equal to or in excess of 20% of the number of Ordinary Shares actually issued and outstanding (excluding treasury shares, Ordinary Shares held by a subsidiary of the Company, any shares reserved for issuance upon conversion of securities or upon exercise of options or warrants) before the issuance of such Shares or of securities convertible into or exercisable for Ordinary Shares.
Compliance with Listing Rules. Xxx Xxx is a majority shareholder of the Company. As at the date of this announcement, Xxx Xxx (through its subsidiaries) was interested in 635,415,033 Shares, representing approximately 51.17% of the Company’s issued share capital. Accordingly, Xxx Xxx is a substantial shareholder of the Company and therefore a connected person of the Company under the Listing Rules. Transactions under the Framework Agreement and the Individual Agreements constitute continuing connected transactions of the Company under the Listing Rules. As the applicable percentage ratios (as defined in the Listing Rules) in respect of the transactions under the Framework Agreement exceed 5%, the Framework Agreement is subject to the reporting, annual review, announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. The SGM will be convened at which an ordinary resolution will be proposed to consider, and if thought fit, to approve the Framework Agreement, the transactions and the annual caps thereunder. An Independent Board Committee comprising all the independent non-executive Directors has been established to advise the Independent Shareholders in relation to the Framework Agreement, the transactions and the annual caps thereunder. An independent financial adviser will be appointed to advise the Independent Board Committee and the Independent Shareholders in this regard. A circular containing, among other things, (i) further details of the Framework Agreement; (ii) the letter of advice from the independent financial adviser to the Independent Board Committee and the Independent Shareholders; (iii) the recommendation from the Independent Board Committee and (iv) the notice convening the SGM is expected to be despatched to the Shareholders on or before 29 July 2011. Xxx Xxx and its associates will abstain from voting on the resolutions to approve the Framework Agreement at the SGM.
Compliance with Listing Rules. The Issuer has complied with the listing rules of the Luxembourg Stock Exchange for the regulated market in connection with the Issue of the Notes.
Compliance with Listing Rules. 9.1 All statements of fact and all information contained in any announcement, circular or other document or report issued by the Issuer either under the Listing Rules or on a voluntary basis through the Stock Exchange are true and accurate in all respects and not misleading and all statements of opinion, intention or expectation of the directors of the Issuer in relation to the Issuer or any other Group Company contained therein when given were truly and honestly held and made.
9.2 The Issuer has complied in all respects with all applicable rules, regulations and requirements of the Stock Exchange (including all filing, notification and disclosure requirements under the Listing Rules and the Code on Corporate Governance Practices contained in Appendix 14 of the Listing Rules).
Compliance with Listing Rules. (i) All statements of fact contained in the Public Information (other than those relating specifically to the Investor) are true and accurate in all material respects and not misleading. All statements of opinion, intention or expectation of the directors of the Company in relation to the Group contained therein when given were truly and honestly held and made after due and careful consideration. There is no other material fact or matter omitted therefrom the omission of which would make or have made any statement therein misleading or which is otherwise material in the context of the transactions contemplated by the Transaction Documents.
(ii) The Company has complied in all material respects with all applicable rules, regulations and requirements of the HKSE (including all filing, notification and disclosure requirements under the Listing Rules and the Code on Corporate Governance Practices contained in Appendix 14 of the Listing Rules).
Compliance with Listing Rules. At any time while Options are listed on the Exchange, no amendment may be made to these Rules except in accordance with the Listing Rules (or any waiver).
Compliance with Listing Rules. 10.1 Dialog has complied in all material respects with the listing rules of the Exchange (the "Listing Rules").
10.2 Without limitation to paragraph 10.1, the documents issued to shareholders by Dialog in connection with the disposal referred to in clause 3.1 (the "ISD Sale") and the issue of New Shares (the "Public Documents") will comply with the Listing Rules and all relevant legal requirements.
10.3 The following warranties relate to the agreements to be entered into for or in connection with the ISD Sale as referred to in the Public Documents (the "ISD Documents"):-
(A) the ISD Documents will be valid and binding obligations of the parties in accordance with their terms;
(B) the ISD Documents will provide for payment of the full amount of the consideration payable for the ISD Division in cash at completion of the sale ("ISD Completion");
(C) there are no conditions to ISD Completion other than consents from its shareholders, its bankers and the holders of its high- yield bonds;
(D) the ISD Documents are on arm's length terms and there are no other material agreements, arrangements or understandings between any of the parties to the ISD Documents not described in the Public Documents;
(E) Dialog is not aware of any fact or circumstances which will or are likely to give rise to any breach of the ISD Documents or to any obligation by Dialog to make any payments to Thomson under the ISD Documents; and
(F) no provision of the ISD Documents will prevent the Group from carrying on and developing its business as it sees fit subject only to any restriction on the Group competing with the business of the Information Services Division as carried on at or before ISD Completion.
Compliance with Listing Rules. Notwithstanding anything to the contrary herein, completion of any acquisition or disposal of Shareholder’s Interest by Shareholder B1 and Shareholder B2 under this Clause 11 are subject to compliance with the applicable Listing Rules, and, if required, will be conditional on obtaining approval(s) required by WOP and its controlling shareholder(s) under the Listing Rules. When required, the other Shareholders shall use reasonable efforts to extend the period for WOP to complete the acquisition or disposal (as the case may be) to provide reasonable time for WOP and its controlling shareholder(s) to obtain such approvals as required under the Listing Rules. In both cases, Shareholder B1 and Shareholder B2 shall use best endeavors to do such acts within their power and control to obtain such approval(s). Where compliance with the applicable Listing Rules required under this Clause 11.16 for the transfer of the Shareholder’s Interests of Shareholder B1 and Shareholder B2 has not been obtained on or before the scheduled completion date (provided that due regard should be given to the time required for WOP and its controlling shareholder(s) to obtain the necessary approval(s) when determining such completion date; it being acknowledged and agreed that such time shall in no event exceed four (4) months) for the transfer of Shareholder’s Interests of Shareholder A1 and Shareholder A2 to a Proposed Buyer, then (i) Shareholder A1 and Shareholder A2 shall be entitled (but not obliged) to waive the Drag Along Option, or (ii) Shareholder B1 and Shareholder B2 shall be deemed to have waive its right to tag along as contemplated under Clause 11.13 (as the case may be), and Shareholder A1 and Shareholder A2 are not obliged to procure the Proposed Buyer (or proposed transferee) as the case may be to acquire the Shareholders Interests of Shareholder B1 and Shareholder B2.
Compliance with Listing Rules. Notwithstanding any of the conversion provisions described in this Article 5, including without limitation the right to receive an additional cash payment if the Cap Price conditions described above under Sections 5.05(b), (c) and 5.07(m) are met, there shall be an overriding limit on the conversion provisions with respect to the Securities such that to the extent that the operation of any conversion provision would cause the Company to breach the applicable rules and regulations of The Nasdaq Global Market or any applicable eligible securities exchange or market on which the Common Stock to be delivered upon conversion is then listed or trading, such conversion provision shall be null and void and of no force or effect to such extent.
Compliance with Listing Rules. The Listing Prospectus complies with the Listing Rules;
