Description of the Transactions. Concurrently with the execution and delivery of this Agreement and subject to the terms and conditions hereof:
Description of the Transactions. China Everbright shall procure CE Bank to provide the Deposit Services to members of the Group for a term of three years commencing retrospectively from 1 January 2020 to 31 December 2022. The New Deposit Service Framework Agreement shall be non-exclusive, and the Group is at liberty to obtain deposit services from other third parties. The relevant parties shall enter into separate Deposit Agreements to set out the specific provisions of the Deposit Services, and the terms and conditions of the Deposit Agreements shall be determined by the relevant parties in accordance with the terms of the New Deposit Service Framework Agreement. The term of each of the Deposit Agreements shall not exceed the term of the New Deposit Service Framework Agreement.
Description of the Transactions. 2.1 BPOMS Pre-Merger Steps.
Description of the Transactions. The description of the Transactions in the Registration Statement, the Disclosure Package and the Prospectus conforms in all material respects to the Transaction Documents;
Description of the Transactions. Pursuant to the Medical Masks Distribution Agreement, SZ Kingworld and/or any wholly-owned subsidiary of the Company shall purchase medical masks from SZ Kingworld Lifeshine and act as its exclusive distributor for distribution of medical masks produced by SZ Kingworld Lifeshine in the Greater China and overseas market. In the event that a customer requests SZ Kingworld Lifeshine to sell the medical masks to it directly, instead of through a distributor, SZ Kingworld Lifeshine may, subject to the compliance with the Listing Rules, sell the medical masks to the customers directly and SZ Kingworld Lifeshine shall pay the relevant service fee to the Group in accordance with the terms of the Medical Masks Service Agreement.
Description of the Transactions. Pursuant to the Medical Masks Service Agreement, the Company and/or any wholly- owned subsidiary of the Company shall provide sales coordination and market research services in relation to the direct sales of medical masks by SZ Kingworld Lifeshine in the Greater China and overseas market, including market research, customer procurement, research, selection and referral, procurement of medical masks, negotiation with customers on behalf of SZ Kingworld Lifeshine, preparation and review of sales contracts and arrangement and implementation of sales plans (including trade terms, payment methods, settlement methods and sales and delivery).
Description of the Transactions. (a) As promptly as practicable, the Company shall apply to the Court pursuant to Section 182 of the Ontario Act for an interim order in form and substance reasonably satisfactory to Parent and the Company (the "Interim Order") providing for, among other things the calling and holding of a special meeting of the shareholders of the Company (the "Company Shareholder Meeting") for the purpose of considering and, if deemed advisable, approving the Arrangement under Section 182 of the Ontario Act and pursuant to this Agreement and the Plan of -9- of Arrangement, with such changes, modifications and additions thereto as the parties may reasonably agree upon. The notice of motion for the application for the Interim Order shall request that the Interim Order provide (a) for the class of Persons to whom notice shall be provided in respect of the Arrangement and the Company Shareholder Meeting and for the manner in which such notice shall be provided, (b) that the requisite shareholder approval for the special resolution approving the Arrangement shall be 66-2/3% of the votes cast on such special resolution by holders of Common Shares and Preferred Shares, each voting separately as a class, present in person or by proxy at the Company Shareholder Meeting, (c) that, in all other respects, the terms, restrictions and conditions of the Articles of Incorporation and By-Laws of the Company, including quorum requirements and all other matters, shall apply in respect of the Company Shareholder Meeting and (d) for the grant of the rights of dissent in respect of the arrangement described in Section 3.1 of the Plan of Arrangement.
Description of the Transactions. The Merger The terms and conditions of the merger are contained in the merger agreement, which is attached as Annex A to this proxy statement/prospectus. If the merger agreement is approved and adopted and the merger is subsequently completed, Merger Sub 1 will merge with and into Katapult, with Katapult surviving the merger as a wholly owned subsidiary of FinServ, followed immediately by the merger of the resulting company with and into Merger Sub 2, with Merger Sub 2 surviving the merger as a wholly owned subsidiary of FinServ. Immediately prior to the First Effective Time, each share of Katapult preferred stock issued and outstanding will be converted into a number of shares of Katapult common stock in accordance with the (i) irrevocable written consent executed by certain Pre-Closing Holders, who, collectively, hold a majority of Katapult preferred stock (the “Conversion Written Consent”) and (ii) fourth amended and restated certificate of incorporation of Katapult (the “Katapult charter”) (the “Katapult Preferred Conversion”). At the First Effective Time, each share of Katapult common stock (including common stock to be issued as a result of the conversion of Katapult preferred stock in connection with the merger) that is issued and outstanding immediately prior to the First Effective Time (other than dissenting shares and Unvested Katapult Restricted Shares) will be cancelled and converted into the right to receive the applicable portion of the merger consideration, in accordance with the Allocation Schedule, consisting of (i) cash consideration, as determined under the merger agreement and further described herein, (ii) a number of shares of New Katapult common stock equal to (a) $833.0 million (subject to adjustment in accordance with the terms of the merger agreement and net of the value of all Katapult Options to be converted into New Katapult options), minus the aggregate amount of cash paid in clause (i), divided by (b) 10 and (iii) the applicable portion of the 7,500,000 restricted shares of New Katapult common stock that will vest upon, among other things, the achievement of certain earn- out thresholds prior to the sixth anniversary of the closing of the merger. See “The Merger Agreement — Merger Consideration” in this proxy statement/prospectus. The PIPE Investment In connection with the execution of the merger agreement, each of FinServ and certain third-party investors (the “PIPE Investors”) entered into subscription agreements (the “PIPE...
Description of the Transactions. The Company agrees to purchase and/or supply iron ore, steel products and nickel ore and Mr. ZH You agrees to supply and/or purchase and/or procure the purchase and/or supply of iron ore, steel products and nickel ore in Singapore in accordance with the terms of 2024–2026 Master Sale and Purchase Agreement I.
Description of the Transactions. The Company agrees to purchase and/or supply iron ore, steel products and nickel ore and Mr. ZW You agrees to supply and/or purchase and/or procure the purchase and/or supply of iron ore, steel products and nickel ore in the PRC and the Company agrees to provide or procure its subsidiary(ies) to provide the Processing Services to the ZWY Group in the PRC in accordance with the terms of the 2024–2026 Master Sale and Purchase Agreement II.
