ESTABLISHMENT OF INDEPENDENT BOARD COMMITTEE AND APPOINTMENT OF INDEPENDENT FINANCIAL ADVISER Sample Clauses

ESTABLISHMENT OF INDEPENDENT BOARD COMMITTEE AND APPOINTMENT OF INDEPENDENT FINANCIAL ADVISER. An Independent Board Committee has been established to advise and give recommendations to the Independent Shareholders in relation to the 2021 Facility Agreement, the proposed Annual Caps and the transactions contemplated thereunder. Red Sun Capital Limited has been appointed by the Company as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in this regard. EGM The EGM will be convened for the Independent Shareholders to consider and, if thought fit, approve the 2021 Facility Agreement, the proposed Annual Caps and the transactions contemplated thereunder. CIH and its associates will abstain from voting at the EGM. A circular containing, among other things, (a) further information on the 2021 Facility Agreement, the proposed Annual Caps and the transactions contemplated thereunder; (b) a letter from the Independent Board Committee to the Independent Shareholders containing the recommendations in relation to the 2021 Facility Agreement, the proposed Annual Caps and the transactions contemplated thereunder; (c) a letter from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in relation to the 2021 Facility Agreement, the proposed Annual Caps and the transactions contemplated thereunder; (d) a notice convening the EGM; and (e) other information required under the Listing Rules will be despatched to the Shareholders on or before 28 May 2021 as additional time is required for preparing the relevant information to be included in the circular.
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ESTABLISHMENT OF INDEPENDENT BOARD COMMITTEE AND APPOINTMENT OF INDEPENDENT FINANCIAL ADVISER. The Company has established the Independent Board Committee to advise the Independent Shareholders in respect of the 2023–2025 Master Construction Services Agreement and the transactions contemplated thereunder. The Company has also appointed Zero2IPO Capital as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the transactions contemplated under the 2023–2025 Master Construction Services Agreement and the proposed annual caps.
Sample 1
ESTABLISHMENT OF INDEPENDENT BOARD COMMITTEE AND APPOINTMENT OF INDEPENDENT FINANCIAL ADVISER. The Independent Board Committee has been established to advise the Independent Shareholders and Opus Capital has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders on (i) whether the terms of the Domestic Retail Resources Usage Agreement and the transactions contemplated thereunder, including the annual caps, are fair and reasonable; (ii) whether the transactions contemplated under the Domestic Retail Resources Usage Agreement are on normal commercial terms or better and in the ordinary and usual course of business of the Company, and whether they are in the interests of the Company and the Shareholders as a whole; and (iii) how to vote on the Domestic Retail Resources Usage Agreement and the transactions contemplated thereunder, including the annual caps. EGM The EGM will be held to consider, among others, the Domestic Retail Resources Usage Agreement and the transactions contemplated thereunder, including the annual caps. DESPATCH OF CIRCULAR Pursuant to Rule 14A.68(11) of the Listing Rules, the Circular is required to be despatched to the Shareholders within 15 business days after the publication of this announcement, being on or before 27 November 2023. As additional time is required by the Company to prepare and finalise certain information to be included in the Circular, it is expected that the Circular will be despatched to the Shareholders on or before 11 December 2023. If it is expected that there will be a delay to the despatch of the Circular, a further announcement will be published in accordance with the Listing Rules stating the reason for the delay and the new expected date of despatch of the Circular.
Sample 1
ESTABLISHMENT OF INDEPENDENT BOARD COMMITTEE AND APPOINTMENT OF INDEPENDENT FINANCIAL ADVISER. The independent board committee of the Company comprising all the independent non-executive Directors has been established to advise and give recommendations to the Independent Shareholders on (i) the New Lease Agreements; (ii) the Yancheng Golden Eagle Outlet Proposed 2020 Annual Cap; and (iii) the Relevant Proposed Annual Caps. Euto Capital Partners Limited has been appointed as the Independent Financial Adviser to make recommendations to the independent board committee of the Company and the Independent Shareholders in respect of (i) the New Lease Agreements; (ii) the Yancheng Golden Eagle Outlet Proposed 2020 Annual Cap; (iii) the Relevant Proposed Annual Caps; and (iv) the respective term of the Lease Agreement (7/F, Xinjiekou Block A) and the Second Supplemental Agreement to Lease Agreement (Xinjiekou Block B) which both exceed three years. INFORMATION ABOUT THE COUNTER-PARTIES OF THE TRANSACTIONS Golden Eagle International Group and Golden Eagle International Industry are principally engaged in the businesses of property development, property investment and investment holding. Nanjing Xinbai Group is principally engaged in the business of investment holding. Nanjing Zhujiang No.1, Shanghai Golden Eagle Tiandi, Yancheng Golden Eagle Technology, Nanjing Jiangning Technology and Ma’anshan Golden Eagle Tiandi are principally engaged in the businesses of property development, property investment and property management in the PRC. Golden Eagle Construction Work is principally engaged in the businesses of provision of property construction services as well as design and decoration services in the PRC. INFORMATION ABOUT THE GROUP The Company was incorporated in the Cayman Islands with limited liability whose shares are listed on the Main Board of the Stock Exchange. The principal activities of the Group are lifestyle centre and stylish department store chain development and operation, property development and hotel operation in the PRC. IMPLICATIONS UNDER THE LISTING RULES According to Rule 14A.81 of the Listing Rules, the Stock Exchange will aggregate a series of transactions/ connected transactions and treat them as if they were on one transaction if they are all completed within a 12-month period or are otherwise related. The Directors anticipated that all the applicable percentage ratios (as defined in the Listing Rules) in accordance with Rule 14A.81 of the Listing Rules in respect of the amount of management fees to be received by the Group under the...
Sample 1
ESTABLISHMENT OF INDEPENDENT BOARD COMMITTEE AND APPOINTMENT OF INDEPENDENT FINANCIAL ADVISER. The independent board committee of the Company comprising all the independent non-executive Directors has been established to advise and give recommendations to the Independent Shareholders on (i) the New Lease Agreements and the transactions contemplated thereunder and the respective proposed annual caps thereof; and (ii) the Relevant Proposed Annual Caps. Euto Capital Partners Limited has been appointed as the Independent Financial Adviser to make recommendations to the independent board committee of the Company and the Independent Shareholders in respect of (i) the New Lease Agreements and the transactions contemplated thereunder and the respective proposed annual caps thereof; (ii) the Relevant Proposed Annual Caps; and (iii) the respective term of the New Lease Agreements which both exceed three years.
Sample 1
ESTABLISHMENT OF INDEPENDENT BOARD COMMITTEE AND APPOINTMENT OF INDEPENDENT FINANCIAL ADVISER. The Company has established the Independent Board Committee on 23 October 2020, comprising all the independent non-executive Directors on a voluntary basis. The Independent Board Committee is responsible for reviewing all connected transactions of the Company which are subject to the announcement requirements of the Listing Rules from time to time and assessing whether they are fair and reasonable, are on normal commercial terms or better and in the ordinary and usual course of business of the Group and are in the interests of the Company and the Shareholders as a whole, and making recommendations to the Board. The Board has also engaged, on a voluntary basis, Somerley Capital Limited as the independent financial adviser of the Company to advise the Independent Board Committee and the Board on the Transactions.
Sample 1

Related to ESTABLISHMENT OF INDEPENDENT BOARD COMMITTEE AND APPOINTMENT OF INDEPENDENT FINANCIAL ADVISER

  • INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER The Independent Board Committee, comprising all the independent non-executive Directors, has been established to advise and give recommendation to the Independent Shareholders on the Loan Agreement and the transactions contemplated thereunder. An independent financial adviser will be appointed to advise the Independent Board Committee and the Independent Shareholders on, among other matters, the fairness and reasonableness of the Loan Agreement and the transactions contemplated thereunder.

  • Engagement of Independent Review Organization Within 60 days after the Effective Date, Xx. Xxxxxx shall engage an individual or entity, such as an accounting, auditing, or consulting firm (hereinafter “Independent Review Organization” or “IRO”), to perform the reviews listed in this Section III.C. The applicable requirements relating to the IRO are outlined in Appendix A to this IA, which is incorporated by reference.‌

  • FISCAL ADVISORY COMMITTEE Recognizing the value of Union input on behalf of employees, the parties agree to the following:

  • Appointment of Independent Engineer The Authority shall appoint a consulting engineering firm from a panel of 10 (ten) firms or bodies corporate, constituted by the Authority substantially in accordance with the selection criteria set forth in Schedule-P, to be the independent consultant under this Agreement (the “Independent Engineer”). The appointment shall be made no later than 90 (ninety) days from the date of this Agreement and shall be for a period of 3 (three) years. On expiry or termination of the aforesaid period, the Authority may in its discretion renew the appointment, or appoint another firm from a fresh panel constituted pursuant to Schedule-P to be the Independent Engineer for a term of 3 (three) years, and such procedure shall be repeated after expiry of each appointment.

  • Technical Advisory Committee (TAC The goal of this subtask is to create an advisory committee for this Agreement. The TAC should be composed of diverse professionals. The composition will vary depending on interest, availability, and need. TAC members will serve at the CAM’s discretion. The purpose of the TAC is to: • Provide guidance in project direction. The guidance may include scope and methodologies, timing, and coordination with other projects. The guidance may be based on: o Technical area expertise; o Knowledge of market applications; or o Linkages between the agreement work and other past, present, or future projects (both public and private sectors) that TAC members are aware of in a particular area. • Review products and provide recommendations for needed product adjustments, refinements, or enhancements. • Evaluate the tangible benefits of the project to the state of California, and provide recommendations as needed to enhance the benefits. • Provide recommendations regarding information dissemination, market pathways, or commercialization strategies relevant to the project products. The TAC may be composed of qualified professionals spanning the following types of disciplines: • Researchers knowledgeable about the project subject matter; • Members of trades that will apply the results of the project (e.g., designers, engineers, architects, contractors, and trade representatives); • Public interest market transformation implementers; • Product developers relevant to the project; • U.S. Department of Energy research managers, or experts from other federal or state agencies relevant to the project; • Public interest environmental groups; • Utility representatives; • Air district staff; and • Members of relevant technical society committees. The Recipient shall: • Prepare a List of Potential TAC Members that includes the names, companies, physical and electronic addresses, and phone numbers of potential members. The list will be discussed at the Kick-off meeting, and a schedule for recruiting members and holding the first TAC meeting will be developed. • Recruit TAC members. Ensure that each individual understands member obligations and the TAC meeting schedule developed in subtask 1.11. • Prepare a List of TAC Members once all TAC members have committed to serving on the TAC. • Submit Documentation of TAC Member Commitment (such as Letters of Acceptance) from each TAC member. Products: • List of Potential TAC Members • List of TAC Members • Documentation of TAC Member Commitment

  • EMPLOYEE-MANAGEMENT ADVISORY COMMITTEE 33.01 (a) An Employee-Management Advisory Committee (EMAC) shall be established within three (3) months of the signing of the Collective Agreement. The Union Representative shall provide the names of up to three (3) elected Employees and the Employer shall provide the names of up to three (3) appointed representatives to sit on the EMAC.

  • Advisory Board (a) The Managing Member may establish an Advisory Board comprised of members of the Managing Member’s expert network and external advisors. The Advisory Board will be available to provide guidance to the Managing Member on the strategy and progress of the Company. Additionally, the Advisory Board may: (i) be consulted with by the Managing Member in connection with the acquisition and disposal of a Series Asset, (ii) conduct an annual review of the Company’s acquisition policy, (iii) provide guidance with respect to, material conflicts arising or that are reasonably likely to arise with the Managing Member, on the one hand, and the Company, a Series or the Economic Members, on the other hand, or the Company or a Series, on the one hand, and another Series, on the other hand, (iv) approve any material transaction between the Company or a Series and the Managing Member or any of its Affiliates, another Series or an Economic Member (other than the purchase of interests in such Series), (v) provide guidance with respect to the appropriate levels of annual fleet level insurance costs and maintenance costs specific to each individual Series Asset, and review fees, expenses, assets, revenues and availability of funds for distribution with respect to each Series on an annual basis and (vi) approve any service providers appointed by the Managing Member in respect of the Series Assets.

  • Consultation Meetings (A) Upon request by the Union, the Secretary of the Department of Management Services or designee or the Agency Head or designee shall make a good faith effort to meet and consult on a quarterly basis. Such meetings shall be held at a time and place agreed to by the state and the Union.

  • Labour Management Committee (a) Where the parties mutually agree that there are matters of mutual concern and interest that would be beneficial if discussed at a Labour-Management Committee Meeting during the term of this Agreement, the following shall apply.

  • Nurse Representatives & Grievance Committee (a) The Hospital agrees to recognize Association representatives to be elected or appointed from amongst nurses in the bargaining unit for the purpose of dealing with Association business as provided in this Collective Agreement. The number of representatives and the areas which they represent are set out in the Appendix of Local Provisions.

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