LICENSEE’S UNDERTAKINGS 8.1 The Licensee shall:
IMPLICATIONS UNDER THE LISTING RULES As COSCO Finance is a subsidiary of COSCO SHIPPING, the ultimate holding company of the Company, and is therefore a connected person of the Company, the Transactions will constitute continuing connected transactions, and the Deposit Transactions will in aggregate constitute a discloseable transaction, of the Group. As the highest of the percentage ratios in respect of the Deposit Transactions under the New Financial Services Master Agreement exceeds 5% (but is below 25%), the Deposit Transactions and proposed transaction caps will be subject to the announcement requirements under Chapter 14 and Chapter 14A of the Listing Rules and the reporting, annual review and the Independent Shareholders’ Approval requirements under Chapter 14A of the Listing Rules. The Circular containing (i) further information on the Deposit Transactions; (ii) the recommendation from the Independent Board Committee; (iii) the advice from the independent financial adviser to the Independent Board Committee and the Independent Shareholders; and (iv) a notice convening the SGM is expected to be despatched to the Shareholders on or before Tuesday, 13 September 2016. As the Loan Transactions will be conducted on normal commercial terms or on terms which are more favourable to the Group and any loan to be provided by COSCO Finance to the Group under the New Financial Services Master Agreement will not be secured by the assets of the Group, and no service fee will be charged by COSCO Finance in relation to the Clearing Transactions, the Loan Transactions and the Clearing Transactions will be fully exempt from the requirements under Chapter 14A of the Listing Rules and the relevant disclosures are included herein to keep the Shareholders apprised. GENERAL The Independent Board Committee, comprising Xx. Xxxxxx Xxxxx XX Xxx Xxx, Mr. XX Xxxx Xxx, Mr. XXX Xxxxxx and Xx. XXX Xxx Xxx, has been established to advise the Independent Shareholders as to the terms of the Deposit Transactions and to advise the Independent Shareholders on how to vote, taking into account the recommendation of the independent financial adviser, in respect of such matters at the SGM. Altus Capital has been appointed as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in such regard. Xx. XXXX Xxxxxxxx, an executive Director, is interested in the continuing connected transactions under the New Financial Services Master Agreement as a director and the vice chairman of COSCO Finance and has abstained from voting on the relevant Board resolutions of the Company approving the New Financial Services Master Agreement. None of the Directors, other than Xx. XXXX Xxxxxxxx, has a material interest in the New Financial Services Master Agreement, but (i) Xx. XXXXX Xxxxxxx, a non-executive Director and Chairman of the Board, and Dr. FAN XXX Xxx Xxx, Xxxx, an independent non- executive Director, have voluntarily abstained from voting on the relevant Board resolutions of the Company for the reason that they are respectively, an executive director and vice chairman, and an independent non-executive director of China COSCO, a subsidiary of COSCO SHIPPING; and (ii) Xx. XXXX Xxxxxx, a non-executive Director, has also voluntarily abstained from voting on the relevant Board resolutions of the Company for the reason that he is a director of COSCO SHIPPING. The Directors (other than the Directors who abstained from voting on the relevant Board resolutions of the Company, and in respect of the Deposit Transactions the members of the Independent Board Committee whose views will be expressed in the Circular) have provided their views that the New Financial Services Master Agreement and the transactions contemplated thereunder are in the ordinary and usual course of business of the Group, on normal commercial terms, fair and reasonable and in the interests of the Company and the Shareholders as a whole.
Construction and Severability If any provision of this Agreement shall be held invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired, and the parties undertake to implement all efforts which are necessary, desirable and sufficient to amend, supplement or substitute all and any such invalid, illegal or unenforceable provisions with enforceable and valid provisions which would produce as nearly as may be possible the result previously intended by the parties without renegotiation of any material terms and conditions stipulated herein.
Entire Agreement and Severability This Agreement represents the entire agreement among the parties with regard to the investment management matters described herein and may not be amended, modified or waived without the affirmative written consent of the Adviser and the Sub-Adviser effected in accordance with Section 17 of this Agreement except as otherwise noted herein. If any provision of this Agreement shall be held or made invalid by a statute, rule, regulation, decision of a tribunal or otherwise, the remainder of this Agreement shall not be affected thereby and, to this extent, the provisions of this Agreement shall be deemed to be severable.
Entire Agreement; Severability This Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes all oral statements and prior writings with respect thereto. If any term, provision, covenant or restriction contained in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable or against public policy, the remainder of the terms, provisions, covenants and restrictions contained herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated. The Company, the Guarantors and the Initial Purchasers shall endeavor in good faith negotiations to replace the invalid, void or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, void or unenforceable provisions.
Modification and Severability The Contract may only be modified by written agreement between the Department and the Contractor. Should a court determine any provision of the Contract is invalid, the remaining provisions will not be affected, and the rights and obligations of the Parties will be construed and enforced as if the Contract did not contain the provision held invalid.
