Conditions for Exclusive Benefit of the Board Sample Clauses

Conditions for Exclusive Benefit of the Board. All conditions of the obligations of the Board to make Advances hereunder are imposed solely and exclusively for the benefit of the Board and its assigns, and no other person shall have standing to require satisfaction of such conditions in accordance with their terms and no other person shall, under any circumstances, be deemed to be beneficiary of such conditions.
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Related to Conditions for Exclusive Benefit of the Board

  • CONDITIONS FOR EMERGENCY/HURRICANE OR DISASTER - TERM CONTRACTS It is hereby made a part of this Invitation for Bids that before, during and after a public emergency, disaster, hurricane, flood, or other acts of God that Orange County shall require a “first priority” basis for goods and services. It is vital and imperative that the majority of citizens are protected from any emergency situation which threatens public health and safety, as determined by the County. Contractor agrees to rent/sell/lease all goods and services to the County or other governmental entities as opposed to a private citizen, on a first priority basis. The County expects to pay contractual prices for all goods or services required during an emergency situation. Contractor shall furnish a twenty-four (24) hour phone number in the event of such an emergency.

  • DISQUALIFICATION FOR PAST PERFORMANCE AND FINDINGS OF NON RESPONSIBILITY Bidder may be disqualified from receiving awards if Bidder, or anyone in Bidder’s employment, has previously failed to perform satisfactorily in connection with public Bidding or contracts or is deemed non- responsible.

  • Requests for Exclusion (Opt-Outs) 8.5.1 Class Members who wish to exclude themselves (opt-out of) the Class Settlement must send the Administrator, by fax, email, or mail, a signed written Request for Exclusion not later than 60 days after the Administrator mails the Class Notice (plus an additional 14 days for Class Members whose Class Notice is re-mailed). A Request for Exclusion is a letter from a Class Member or his/her representative that reasonably communicates the Class Member’s election to be excluded from the Settlement and includes the Class Member’s name, address and email address or telephone number. To be valid, a Request for Exclusion must be timely faxed, emailed, or postmarked by the Response Deadline.

  • Certification of Meeting or Exceeding Tobacco-Free Workplace Policy Minimum Standards A. Grantee certifies that it has adopted and enforces a Tobacco-Free Workplace Policy that meets or exceeds all of the following minimum standards of:

  • Requests for Exclusion Any Settlement Class member who wishes to opt-out of the Settlement must complete and mail a Request for Exclusion (defined below) to the Settlement Administrator within sixty (60) calendar days of the date of the initial mailing of the Notice Packets (the “Response Deadline").

  • REASONS FOR AND BENEFITS OF THE DISPOSAL The Board considers that the online media advertising agency business operated by Xxxx Media is not the core business that the Group is focusing on. The disposal of Xxxx Media will allow the Group to concentrate its financial and management resources on its core business, hence would effectively reduce the Group’s operating risks outside its main business. The Directors (including the independent non-executive Directors but excluding Xx. Xxx who has abstained from voting in the Board), are of the view that the terms of the Equity Transfer Agreement are fair and reasonable and the transaction contemplated thereunder is on normal commercial terms or better and is in the interests of the Company and its shareholders as a whole. FINANCIAL EFFECTS OF THE DISPOSAL AND USE OF PROCEEDS Upon completion of the Disposal, Xxxx Media will cease to be a subsidiary of the Company and the Group will cease to have any interest in Xxxx Media. The financial results of Xxxx Media will no longer be consolidated into the financial statements of the Group. With reference to the net assets of Xxxx Media of approximately RMB57.9 million as at 30 April 2021, the Group is expected to record a net gain of approximately RMB10.3 million from the Disposal after deducting expenses in relation to the Disposal. The actual gain or loss from the Disposal may be different from the above and subject to the review and final audit by the Company’s auditor. It is expected that the net proceeds from the Disposal will be used for re-investment for other potential investments and/or business opportunities that may arise and as general working capital of the Group. INFORMATION OF THE PARTIES The Group The Company is a company incorporated in the Cayman Islands with limited liability, and the shares of which are listed on the Main Board of the Stock Exchange. The Group is principally engaged in (i) the construction and operation of B2B e-commerce platforms for the trading of, among others, consumer goods, agricultural products, chemicals, plastic raw materials, and black and non-ferrous metals; and (ii) the provision of related services such as finance, logistics, cross-border trading, warehousing and supply chain management in the PRC. The Group is also engaged in the development and operation of large-scale, consumer product-focused wholesale shopping malls in the PRC. The Purchaser Xxxx Venture is a company established under the laws of the PRC with limited liability and principally engages in the provision of venture capital consulting services and venture management services for venture enterprises. As at the date of this announcement, the Purchaser is held as to 99.95% by Xx. Xxx, who is the ultimate beneficial owner of the Purchaser. Xxxx Media Xxxx Media is a company established in the PRC with limited liability and is an indirect non- wholly-owned subsidiary of the Company. Xxxx Media principally engages in the provision of online advertising and integrated marketing solutions consulting services in the PRC. As at the date of this announcement, Xxxx Media is owned as to 86%, 3.6324%, 3.6324%, 3.6317%, 1.7414% and 1.3621% by the Company, Xxx Xxx (劉焱), Xxxx Xxxxxxxxx (趙向東), Xxxx Xxxxxx (陳作濤), Xxxx Xxxxx (陳程) and Xx Xxxxxxx (齊志平), respectively. Set out below is the unaudited financial information of Xxxx Media for the year ended 31 December 2019 and the financial information of Xxxx Media for the year ended 31 December 2020 which is obtained from the Group’s audited consolidated financial statements: For the year ended 31 December 2020 2019 RMB’000 RMB’000 Revenue 32,486 10,711 Net profit before taxation 8,334 2,050 Net profit after taxation 6,210 1,967 The net asset value of Xxxx Media as at 30 April 2021 was approximately RMB57,871,000. LISTING RULE IMPLICATIONS As at the date of this announcement, Xx. Xxx holds 99.95% equity interest in the Purchaser. Xx. Xxx is an executive Director, co-chairman of the Board, co-chief executive officer and a controlling shareholder (as defined under the Listing Rules) of the Company. Accordingly, the Purchaser is a connected person of the Company and the Disposal constitutes a connected transaction of the Company. As one or more of the applicable percentage ratios in respect of the Disposal is higher than 0.1% but less than 5%, the Disposal is subject to the reporting and announcement requirements and is exempt from the circular, independent financial advice and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules.

  • Determinations and Actions by the Board of Directors All actions, calculations and determinations (including all omissions with respect to the foregoing) which are done or made by the Board of Directors in good faith pursuant to this Agreement, shall not subject the Board of Directors to any liability to the holders of the Rights.

  • Conditions for Award of Contract 7. The Borrower shall not award any Works contract which involves environmental impacts until:

  • Are There Penalties for Early Distribution from a Traditional IRA? Distributions from your Traditional IRA made before age 59½ will be subject (in addition to ordinary income tax) to a 10% non-deductible penalty tax unless (i) the distribution is a return of non-deductible contributions, (ii) the distribution is made because of your death, disability, or as part of a series of substantially equal periodic payments over your life expectancy or the joint life expectancy of you and your beneficiary, (iii) the distribution is made for unreimbursed medical expenses in excess of 7.5% of adjusted gross income or is made for reimbursement of medical premiums while you are unemployed, (iv) the distribution is made to pay for certain higher education expenses for you, your spouse, your child, your grandchild, or the child or grandchild of your spouse, (v) subject to various limits, the distribution is used to purchase a first home or, in limited cases, a second or subsequent home for you, your spouse, or you or your spouse’s child, grandchild or ancestor, (vi) the distribution is an exempt withdrawal of an excess contribution, (vii) the distribution is made due to an IRS tax levy, or (viii) the distribution is made by member of the Armed Forces Reserve called to active duty for either a period exceeding 179 days or for an indefinite period and is effective for members called to active duty. The penalty tax may also be avoided if the distribution is rolled over to another individual retirement account. See Item 9 above for special rules applicable to distributions from a SIMPLE IRA.

  • Reasons for Layoff Layoff shall occur only for lack of work or lack of funds.

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