Entrustment Arrangement Sample Clauses

Entrustment Arrangement. The Parties hereto recognize and acknowledge that pursuant to the Entrustment Agreements, Fosun Pharma and Shanghai Chuangxin have entrusted the management of Shanghai Chuangxin to Old BVI, including the full power and authority with respect to, and the full responsibility for, managing and operating Shanghai Chuangxin, including without limitation the right, power and authority to exercise all rights, powers and authority of Shanghai Chuangxin with respect to its equity interests in Shanghai Chuangxin’s Subsidiaries, including the right, power and authority to (A) convene shareholders’ meetings of the Subsidiaries and sign resolutions relating to such meetings, (B) appoint, remove and terminate members of the board of directors, the general manager and any managing director of each Subsidiary, (C) appoint, remove and terminate the supervisors (of the board of directors) of each Subsidiary and elect the chairman of the board of directors or other appropriate person as the authorized legal representative of each Subsidiary, and (D) vote, transfer, sell, pledge or otherwise dispose of or encumber Shanghai Chuangxin’s equity interest in each Subsidiary and to adopt (and direct the adoption of) shareholder resolutions and other actions of the shareholder of each of such Subsidiaries. Each Subsidiary of Shanghai Chuangxin hereby agrees to observe and recognize, and agrees that it shall not in any way contest or interfere with, the exercise of, such rights, powers and authority of Old BVI.
Sample 1
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Entrustment Arrangement. Party A agreed to irrevocably entrust Party B to exercise all the voting rights (including all the voting rights of the adjusted entrusted shares in the case of placement of shares, bonus issue, transfer of capital reserve to share capital, share split and distribution of dividend of the Target Company) attached to 131,290,074 tradable shares (the "Entrusted Shares", representing 14.87% of the total share capital of the Target Company) held by Party A in the Target Company ("Thvow Technology") during the validity period of this agreement (the "Voting Rights Entrustment Arrangement"). Party B agreed to accept the above entrustment by Party A. Both parties agreed that Party A (including persons acting in concert with Shanghai Electric subject to restriction by Party A. Persons acting in concert has the same meaning as provided in the Administrative Measures for the Takeover of Listed Companies (《上市公司收購管理辦法》).) shall not increase its shareholding in the Target Company at his own initiative without the prior written consent of Party B during the validity period of this agreement. If Party A increases its shareholding in the Target Company after obtaining the prior written consent of Party B, the voting rights attached to the additional shares shall be automatically and irrevocably entrusted to Party B. Both parties agree that the Voting Rights Entrustment Arrangement and the share transfer are mutually conditional on each other and shall be implemented simultaneously.
Sample 1
Entrustment Arrangement. Pursuant to the Capital Increase Agreement, upon the completion of the Handover, Chongqing Yuecheng is entrusted to manage the Target School (including Chongqing Zhenzhi), including but not limited to the aspects of the assets, business operation, human resources, students and legal documents of the Target School (including Chongqing Zhenzhi) (the “Entrustment Arrangement”). In return of its management services, Chongqing Yuecheng is entitled to, subject to the terms of the Capital Increase Agreement, 51% of the net profits of the Target School (the “Net Profits”), which is determined by the following formula: the revenue generated from the ordinary and usual course of business of the Target School – costs of sales – tax and associated charges – selling expenses – administrative expenses + other income – other expense – finance expense – income tax For the avoidance of doubt, the management fees payable to Chongqing Yuecheng pursuant to the Entrustment Arrangement shall not be taken into account in determining the Net Profits. The term of the Entrustment Arrangement shall be ten (10) years upon the completion date of the Handover.
Sample 1

Related to Entrustment Arrangement

  • Management Arrangements 9.1. The Management Arrangements set out the arrangements for the strategic management of the relationship between the Authority and the Contractor, including arrangements for monitoring of the Contractor’s compliance with the Statement of Requirements, the Service Levels, the Award Procedures and the terms of this Framework Agreement.

  • Arrangement Agreement This Plan of Arrangement is made pursuant to, and is subject to the provisions of, the Arrangement Agreement, except in respect of the sequence of the steps comprising the Arrangement, which shall occur in the order set forth herein.

  • Escrow Arrangement The Company and the Purchaser shall enter into an escrow arrangement with Xxxxxxx Xxxxxx & Green, P.C. (the "Escrow Agent") in the Form of EXHIBIT B hereto respecting payment against delivery of the Shares.

  • Trust Arrangement You understand and agree that this Award is offered subject to and in accordance with the terms of the Plan and its Israeli Appendix. Upon vesting, the shares of Common Stock shall be controlled by the Company’s trustee appointed by the Company or its Subsidiary or Affiliate in Israel (the “Trustee”) for your benefit for at least such period of time as required by Section 102 or any shorter period determined under the Israeli Income Tax Ordinance (New Version), 5721-1961 as now in effect or as hereafter amended (the “Ordinance”) (with respect to the “capital gain route”) or by the Israeli Tax Authority (the “Lock‑Up Period”). You shall be able to request the sale of the shares or the release of the shares from the Trustee, subject to the terms of the Plan, this Agreement and any applicable Israeli tax law. Without derogating from the aforementioned, if the shares are released by the Trustee during the Lock‑Up Period, the sanctions under Section 102 of the Ordinance shall apply to and be borne by you. The shares shall not be sold or released from the control of the Trustee unless the Company, the Subsidiary or Affiliate and the Trustee are satisfied that the full amount of Tax-Related Items due have been paid or will be paid in relation thereto. Notwithstanding any provision of this Agreement or the Plan to the contrary except the provisions in Section 2 of this Agreement relating to a Good Reason Termination (as defined in Section 2) or your Retirement (in each case, to the extent specifically applicable to you), in the event of your resignation from service with NCR or the Employer due to any reason, including worsening of employment conditions, or any other reason relating to conditions of employment, all unvested Stock Units will automatically terminate and be forfeited and no shares or cash will be issued or paid to you (as the case may be).

  • Employment Arrangements Section 3.15 of the Meridian Disclosure ----------------------- Schedule contains a true, accurate and complete list of all Meridian employees involved in the ownership or operation of the Meridian Assets or the conduct of the Meridian Business (the "Meridian Employees"), together with each such employee's title or the capacity in which he or she is employed and the basis for each such employee's compensation. Meridian has no obligation or liability, contingent or other, under any Employment Arrangement with any Meridian Employee, other than those listed or described in Section 3.15 of the Meridian Disclosure Schedule. Except as described in Section 3.15 of the Meridian Disclosure Schedule, (i) none of the Meridian Employees is now, or, to Meridian's knowledge, since January 1, 1993, has been, represented by any labor union or other employee collective bargaining organization, and Meridian is not, and has never been, a party to any labor or other collective bargaining agreement with respect to any of the Meridian Employees, (ii) there are no pending grievances, disputes or controversies with any union or any other employee or collective bargaining organization of such employees, or threats of strikes, work stoppages or slowdowns or any pending demands for collective bargaining by any such union or other organization, and (iii) neither Meridian nor any of such employees is now, or, to Meridian's knowledge, has since January 1, 1993 been, subject to or involved in or, to Meridian's knowledge, threatened with, any union elections, petitions therefore or other organizational or recruiting activities, in each case with respect to the Meridian Employees. Meridian has performed in all Material respects all obligations required to be performed under all Employment Arrangements and is not in Material breach or violation of or in Material default or arrears under any of the terms, provisions or conditions thereof.

  • Advisory and Management Arrangements Subject to the requirements of applicable law as in effect from time to time, the Trustees may in their discretion from time to time enter into advisory, administration or management contracts (including, in each case, one or more sub-advisory, sub-administration or sub-management contracts) whereby the other party to any such contract shall undertake to furnish such advisory, administrative and management services with respect to the Trust as the Trustees shall from time to time consider desirable and all upon such terms and conditions as the Trustees may in their discretion determine. Notwithstanding any provisions of this Declaration, the Trustees may authorize any advisor, administrator or manager (subject to such general or specific instructions as the Trustees may from time to time adopt) to exercise any of the powers of the Trustees, including to effect investment transactions with respect to the assets on behalf of the Trust to the full extent of the power of the Trustees to effect such transactions or may authorize any officer, employee or Trustee to effect such transactions pursuant to recommendations of any such advisor, administrator or manager (and all without further action by the Trustees). Any such investment transaction shall be deemed to have been authorized by all of the Trustees.

  • The Arrangement At the Effective Time, the following shall occur and shall be deemed to occur in the following order without any further act or formality:

  • Cash Management Arrangements Borrower shall cause all Rents to be transmitted directly by tenants of the Property into an Eligible Account (the “Clearing Account”) maintained by Borrower at a local bank selected by Borrower, which shall at all times be an Eligible Institution (the “Clearing Bank”) as more fully described in the Clearing Account Agreement. A form of tenant direction letter for such purpose is attached hereto as Schedule 1. Without in any way limiting the foregoing, all Rents received by Borrower or Manager shall be deposited into the Clearing Account within one (1) Business Day of receipt. Funds deposited into the Clearing Account shall be swept by the Clearing Bank on a daily basis into Borrower’s operating account at the Clearing Bank, unless a Cash Management Period is continuing, in which event such funds shall be swept on a daily basis into an Eligible Account at the Deposit Bank controlled by Lender (the “Deposit Account”) and applied and disbursed in accordance with this Agreement. Funds in the Deposit Account shall be invested at Lender’s discretion only in Permitted Investments. Lender will also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Subaccounts”). The Deposit Account and any Subaccount will be under the sole control and dominion of Lender, and Borrower shall have no right of withdrawal therefrom. Borrower shall pay for all expenses of opening and maintaining all of the above accounts.

  • Escrow Arrangements Payment for the Securities shall be received by Prime Trust, LLC (the “Escrow Agent”) from the undersigned by transfer of immediately available funds, credit or debit card, or other means approved by the Company at least two days prior to the applicable Closing Date, in the amount as set forth on the signature page hereto. Upon such Closing Date, the Escrow Agent shall release such funds to the Company. The undersigned shall receive notice and evidence of the digital entry of the number of the Securities owned by undersigned reflected on the books and records of the Company and verified by StartEngine Secure LLC, (the “Transfer Agent”), which books and records shall bear a notation that the Securities were sold in reliance upon Regulation A.

  • Transitional Arrangements Seller and Purchaser agree to cooperate and to proceed as follows to effect the transfer of account record responsibility for the Branches:

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